Common use of Tax Refunds Clause in Contracts

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash 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 actually received (orwould, in the case of absent such election, be carried back to a Pre-Closing Tax Period or Straddle Period, that would have been received if . Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller: (a) any refund of Taxes paid by the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, Company for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 actually received by the Company; or (or the b) a portion of any refund of Taxes paid by the Company for any Straddle Period ending (such portion to be allocated consistent with the principles set forth in Section 7.8 hereof) actually received by the Company, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer or the Closing DateCompany (or any Affiliate thereof) except resulting from such refund; provided, however, that Seller shall not be entitled to any refund to the extent that (i) such refund or credit was reflected as relates to a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a from any period other than a Pre-ending after the Closing Tax Period, shall be for the account of Seller, and Date. Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filedpaid) all the amounts described in the second sentence of this Section 7.8 within thirty (30) days after the actual receipt of the Tax Returns (including amended Tax Returns) or other documents claiming 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 refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to such refunds for which Seller is entitled pursuant to this Section 7.8, including through the immediately preceding sentence. Any filing of amended Tax Returns or refund 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 credit cause to be delivered drafts of Taxes with respect 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 Company (or any Affiliate thereof) in any Straddle Period shall be apportioned between the Preor Post-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DatePeriod.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtBuyer, the Acquired Companies)Company, Newco or the Sold Subsidiaries, and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtBuyer, the Acquired Companies) Company, Newco or the Sold Subsidiaries become entitledentitled 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 (or that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback amendment of a non-Seller Group Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than Return for a Pre-Closing Tax Period, shall be for Buyer, at the account sole expense of Seller, and Buyer shall pay over to Sellercause Newco, as additional purchase price for the Purchased Equity Interests, any such refund Company or the amount of any Sold Subsidiaries to amend such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit Period as soon as reasonably practicable after becoming aware of the benefit availability of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datesuch refund.

Tax Refunds. Any cash Tax refunds that are actually received refund or credit of Taxes (or, including as a result of any overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer 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 Business (includingeach, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable a “Tax Asset”) attributable 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 a Pre-Closing Tax Period (or the portion of other than any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to resulting from the carryback of losses, credits or similar items of a Tax attribute (including Transferred Entity, as the case may be, attributable to a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PrePost-Closing Tax Period, ) shall be for the account of Seller, and Buyer except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay over and shall cause its Affiliates to Sellerpay, as additional purchase price for the Purchased Equity Interests, any such refund or to Seller the amount of the Tax Asset, net of any reasonable out-of-pocket expenses incurred in obtaining such credit Tax Asset, within five ten (510) days after actual receipt such Tax Asset is received or actually receiving credit with respect thereto (orafter such Tax Asset is allowed or applied against another Tax liability, in as the case of any deemed refund or credit for a Straddle Periodmay be. Purchaser shall, within five (5) days after the Tax Return for and shall cause its Affiliates to, execute such Straddle Period is due to be filed). Upon Seller’s requestdocuments, Buyer shall file (or cause to be filed) all such Tax Returns (including amended Tax Returns) or other documents claiming any refunds), including through the carryback of any net operating losses that are attributable take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to a perfect their rights in and obtain all Tax period ending on or before the Closing Date, to Assets for which Seller is entitled pursuant to the immediately preceding sentencethis Section 8.05. Any refund None of Purchaser or credit of Taxes with respect its Affiliates shall surrender forfeit, fail to the Straddle Period shall collect or otherwise minimize or delay any material Tax Asset to which Seller would be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller entitled pursuant to this Section 7.5(d)8.05. Except as provided in this Section 8.05, Buyer Purchaser and the Acquired Companies shall receive Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the benefits Transferred Entities or in respect of all Tax refunds or credits the Business received by the Acquired Companies after following the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtAt Seller’s request, the Acquired Companies), and Company shall apply for any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, Tax refund available for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period to the extent the amount of such refund or refunds alone or in the aggregate (available with respect to a single filing) equals or exceeds $10,000, unless the portion of Company or Purchaser determines in good faith that such action would be materially adverse to Purchaser, the Company or its Affiliates. With respect to any Straddle Period taxable period ending on or before the Closing Date) except to the extent that , (i) such any Tax refund (including any interest in respect thereof) received by Purchaser or credit the Company, (ii) any amounts of overpayments of Tax credited against Tax that Purchaser or the Company otherwise would be or would have been required to pay and (iii) any amount of Taxes that was reflected as a current asset in the determination of the Net liability reducing Closing Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable but was not in fact paid over to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Periodappropriate taxing authorities, shall be for the account of Seller, and Buyer Purchaser shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such refund or the amount of any such credit amounts within five fifteen (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (515) days after the receipt or entitlement of such refund or credit or request to return amounts not paid over to the appropriate taxing authority. With respect to the Overlap Period, Purchaser shall pay Seller within fifteen (15) days after the due date for the relevant Tax Return return an amount equal to the excess of (a) any Taxes included as a liability in the calculation of Closing Working Capital for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses taxable year that are attributable to a Tax period ending on or before includes the Closing Date, over (b) the Tax liability for such taxable year (with respect to Taxes for which Seller is entitled pursuant to amounts were included in the immediately preceding sentence. Any refund or credit calculation of Taxes Closing Working Capital) as if such taxable year ended on the Closing Date, for the avoidance of doubt, with such Tax liability calculated with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund portion of the Overlap Period without regard to income, gain, loss or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies deduction generated after the Closing Date.

Tax Refunds. Any cash If any Acquired Company receives any Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate refund relating to any Pre-Closing Tax Period (or the portion of Period, other than any Straddle Period ending on the Closing Date) except to the extent Tax refund that (i) such refund or credit was reflected as a current asset is accounted for in the determination of Current Assets (whether in the Net Working Capital on form of cash received from the Final Closing Statement, applicable Governmental Entity or (ii) such refund or a direct credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a against Taxes otherwise payable for any Pre-Closing Tax Period), Parent shall be for the account of Sellerpromptly, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, in any such refund or the amount of any such credit event within five (5) days after actual Business Days of receipt thereof, pay, or actually receiving credit with respect thereto cause to be paid, to the Stakeholder Representative (oras agent for, in on behalf of, and for payment to, the case Holders), the amount of any deemed such Tax refund. If such Tax refund or credit for relates to a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing Tax Period and postthe Post-Closing Tax Periods Period in accordance with Section 7.5(b)the provisions of this Agreement governing such periods. Other than Upon the receipt of any Tax refund such payment, the Stakeholder Representative shall pay to each Holder such Holder’s Pro Rata Share of such payment, and any payments so made shall be treated as an increase to the Merger Consideration. To the extent permitted by Law without penalty to or credit reduction in the benefit of which is payable to Seller pursuant to this Section 7.5(d)aggregate available amount thereof, Buyer and the Acquired Companies shall receive elect to forego a carryback of any net operating losses, capital losses, credits or other Tax attributes (including the benefits election under Section 172(b)(3) of all the Code) from any Post-Closing Tax refunds Period to any Pre- Closing Tax Period. If and to the extent that an Acquired Company is not permitted by applicable Law to forego such a carryback without penalty to or credits received by reduction in the aggregate available amount thereof, the Acquired Companies after shall be entitled to any refund of Taxes with respect thereto and ICG Group or the Closing DateStakeholder Representative shall promptly, and in any event within five (5) Business Days of receipt thereof, pay, or cause to be paid, to Parent (as agent for the Acquired Companies), the amount of such Tax refund.

Tax Refunds. Any cash Tax refunds that are actually received refund, credit or similar benefit (or, in the case including any interest paid or credited by a Governmental Authority with respect thereto) relating to a Pre-Closing Tax Period or a portion of a Straddle Period, that would have been received if the Straddle Period ended ending on or before the Closing DateDate (a “Tax Refund”) by Buyer shall be for the sole benefit of the Pre-Closing Holders. To the extent that Newco or any of its Affiliates (including, following including the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer 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 or cause its applicable Subsidiaries to pay, through payroll to each Pre-Closing Holder of Vested Options, subject to any applicable withholding, an amount equal to the product of (A) the amount of such Tax Refund net of any incremental Taxes payable by the Company or any Subsidiary as a result of the receipt thereof and net of any other expenses that Newco, the Company, or any Subsidiary or any of their Affiliates incur (includingor has or will incur) with respect to such Tax Refund (and related interest), following and (B) such Pre-Closing Holder’s Option Pro-Rata Share over the sum of 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, for no Pre-Closing Holder of Vested Options shall have any legally binding right to such amounts and the avoidance of doubt, Company shall have the Acquired Companies) become entitled, that relate 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 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 Post-Closing Tax Period (or the portion of any Straddle Period ending on beginning after the Closing Date), (ii) except to the extent any refund for Tax that (i) such refund or credit was is reflected as a current asset Current Asset (or offset to a Current Liability) in the determination of the Net Working Capital on the Final Closing StatementCapital, as finally determined, or (iiiii) such any refund for Tax that gives rise to a corresponding dollar-for-dollar payment obligation by the Company or credit is attributable any Subsidiary of the Company to the carryback any Person under applicable Law or pursuant to a provision of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit contract or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file agreement entered (or cause to be filedassumed) all Tax Returns by the Company (including amended Tax Returnsor any Subsidiary of the Company) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before prior to the Closing Date, but only if such payment obligation is not indemnifiable under this Agreement and was not reflected as a Current Liability (or offset to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods a Current Asset) in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d)Net Working Capital, Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateas finally determined.

Tax Refunds. Any cash Tax refunds that are actually received During the Indemnification Period, any refund of Taxes (or, or any credit against future Taxes in the case lieu of a Straddle Period, refund) relating to the Company or any Company Subsidiary (a “Tax Refund”) that would have been received if the Straddle Period ended is attributable to a taxable period which ends on or before the Closing Date) by Buyer or Date (other than any of its Affiliates (including, following such amount that is attributable to the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 Precarryback from a Post-Closing Tax Period (or including the portion of any a Straddle Period ending that begins on the date after the Closing Date) except of Tax items of the Company or any Company Subsidiary) shall be credited to the extent that (i) such refund Sellers. The Buyer shall be entitled to all other Tax Refunds relating to the Company or credit was reflected as 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 current asset in manner consistent with the determination provisions of the Net Working Capital Section 11.2. The Buyer, on the Final Closing Statementone hand, or (ii) such refund or credit is attributable to and the carryback of a Tax attribute (including a net operating lossSellers, net capital loss, foreign tax credit or research and development credit) arising in a period on the other than a Pre-Closing Tax Periodhand, shall be for the account of Seller, and Buyer shall promptly pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filedpaid) all to the other party any Tax Returns 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, any Company Subsidiary 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, unless the Buyer reasonably determines that such action would not be supported by applicable Law or would result in adverse Tax consequences to Buyer or any Affiliate thereof (including amended Tax Returnsthe Company or any Company Subsidiary) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to in a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and postPost-Closing Tax Periods in accordance with Section 7.5(b)Period. Other than If, subsequent to a Taxing Authority’s allowance of a Tax Refund, such Taxing Authority reduces or eliminates such Tax Refund, such Tax Refund or the relevant portion thereof, plus any Tax refund interest received thereon, previously forwarded or credit the benefit of which is payable to Seller pursuant to reimbursed under this Section 7.5(d)11.8 shall be returned, Buyer and promptly upon request, to the Acquired Companies shall receive the benefits of all Tax refunds party which had previously forwarded or credits received by the Acquired Companies after the Closing Datereimbursed such amount.

Tax Refunds. Any cash Tax refunds that are actually received (orIf an Agent or a Lender receives a refund of, or in the case of a Straddle Periodrespect of, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Applicable Taxes due and payable with respect to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired CompaniesBorrower has paid additional amounts pursuant to Section 5.06(a) become entitled, that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that and (i) either: (A) such refund (as received by such Agent or credit was reflected as a current asset such Lender) is specifically referable to such Applicable Taxes; or (B) such Agent or such Lender determines (in the determination of the Net Working Capital on the Final Closing Statementits sole discretion) that such refund is in respect of, or 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 credit is attributable such Lender shall, to the carryback extent it can do so without prejudice to the retention of a Tax attribute such refund, pay to the Borrower an amount equal to such refund (including a net operating lossbut 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 capital loss, foreign tax credit of all out-of-pocket expenses and Taxes incurred by such Agent or research such Lender with respect thereto and development credit) arising in a period without interest (other than a Pre-Closing Tax Period, any interest paid by the relevant Government Authority with respect to such refund). Any 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 imposed on such Person as a result of the account disallowance, unavailability, recapture or reduction of Seller, and Buyer shall pay over to Sellerany such refund, as additional purchase price for to which such Person has already made payment in full to the Purchased Equity InterestsBorrower as required by this paragraph (d). Nothing herein shall oblige any Agent or any Lender to disclose any of the tax returns, books or other records of such Person, nor shall anything herein interfere with the right of any such refund 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 under any obligation to claim credit, relief, remission or repayment from or against its corporate profits or similar tax liability in respect of the amount of any such credit within five (5) days after actual receipt Tax, deduction or actually receiving credit with respect thereto (orwithholding as aforesaid in priority to any other claims, reliefs, credits or deductions available to it or that it determines in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due its sole discretion to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateinadvisable.

Tax Refunds. Any cash Tax refunds that are actually received refund or credit of Taxes (or, including as a result of any overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer 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 Business (includingeach, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable a “Tax Asset”) attributable 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 a Pre-Closing Tax Period (or the portion of other than any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to resulting from the carryback of losses, credits or similar items of a Tax attribute (including Transferred Entity, as the case may be, attributable to a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PrePost-Closing Tax Period, ) shall be for the account of Seller, and Buyer except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay over and shall cause its Affiliates to Sellerpay, as additional purchase price for the Purchased Equity Interests, any such refund or to Seller the amount of the Tax Asset, net of any reasonable out-of-pocket expenses incurred in obtaining such credit Tax Asset, within five ten (510) days after actual receipt such Tax Asset is received or actually receiving credit with respect thereto (orafter such Tax Asset is allowed or applied against another Tax liability, in as the case of any deemed refund or credit for a Straddle Periodmay be. Purchaser shall, within five (5) days after the Tax Return for and shall cause its Affiliates to, execute such Straddle Period is due to be filed). Upon Seller’s requestdocuments, Buyer shall file (or cause to be filed) all such Tax Returns (including amended Tax Returns) or other documents claiming any refunds), including through the carryback of any net operating losses that are attributable take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to a perfect their rights in and obtain all Tax period ending on or before the Closing Date, to Assets for which Seller is entitled pursuant to the immediately preceding sentencethis Section 8.05. Any refund None of Purchaser or credit of Taxes with respect its Affiliates shall surrender, forfeit, fail to the Straddle Period shall collect or otherwise minimize or delay any material Tax Asset to which Seller would be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller entitled pursuant to this Section 7.5(d)8.05. Except as provided in this Section 8.05, Buyer Purchaser and the Acquired Companies shall receive Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the benefits Transferred Entities or in respect of all Tax refunds or credits the Business received by the Acquired Companies after following the Closing Date.

Tax Refunds. Any Except to the extent already specifically taken into account in the in the calculation of the Closing Date Net Working Capital or Closing Indebtedness (in each case, as finalized pursuant to Section 1.5), Sellers shall be entitled to any Tax refunds (and any interest received thereon from the applicable Governmental Authority) (or credits in lieu of cash Tax refunds refunds) relating to any Pre-Closing Tax Period (“Pre-Closing Tax Refunds”) that are actually received (or, in the case of a Straddle Periodcredit, that would have been received if the Straddle Period ended on the Closing Dateutilized to offset cash Taxes otherwise payable) by Buyer or any Controlled Affiliate of its Affiliates Buyer after the Closing Date (includingwhether received in cash, following credit, or applied to a subsequent taxable period) and solely to the Closing, extent a Liability for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 specific Tax resulting in such Pre-Closing Tax Period Refund was (or A) included in the portion calculation of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Date Net Working Capital on or Closing Indebtedness (in each case, as finalized pursuant to Section 1.5), (B) paid by the Final Transferred Subsidiaries prior to the Calculation Time, (C) paid by Sellers or any Controlled Affiliate of Sellers (other than the Transferred Subsidiaries) prior to the Closing Statementwith respect to the Business, any Transferred Asset or any Assumed Liability or (D) indemnified or reimbursed by Sellers pursuant to Article 8. Buyer shall pay, or (ii) cause to be paid, to Sellers any such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax PeriodRefund within fifteen (15) Business Days after receipt of such Pre-Closing Tax Refund, shall net of any reasonable out-of-pocket costs or expenses attributable thereto. To the extent such Pre-Closing Tax Refund is subsequently disallowed or required to be for returned to the account of Sellerapplicable Governmental Authority, and Sellers agree to repay promptly to the Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance Refund, together with Section 7.5(b). Other than any Tax refund interest, penalties or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received other additional amounts imposed by the Acquired Companies after the Closing Datesuch Governmental Authority.

Tax Refunds. Any cash Except to the extent reflected as an asset in the final calculation of Net Working Capital or included as a reduction in Final Pre-Closing Taxes, the Representative (on behalf of the Stockholder Parties) shall be entitled to (A) any Tax refunds that are actually received by the Parent or the Surviving Corporation or its Subsidiaries (orother than refunds attributable to VAT, GST or any similar sales or use tax to the extent such amounts are required to be returned by the Parent, Surviving Corporation or its Subsidiaries to a customer after the Closing Date), and (B) any amounts credited against Tax (other than amounts credited against Tax with respect to VAT, GST or similar sales or use tax to the extent that amounts with respect thereto are required to be returned by the Parent, Surviving Corporation or its Subsidiaries to a customer after the Closing Date), and (C) any reduction in any Pre-Closing Taxes, excluding any amounts relating to the items set forth on Schedule 9.1(a)(iv), paid by the Surviving Corporation or its Subsidiaries as compared to the amount taken into account with respect to such Pre-Closing Taxes, excluding any amounts relating to the items set forth on Schedule 9.1(a)(iv), in the case determination of Final Pre-Closing Taxes, to which the Parent or the Surviving Corporation or its Subsidiaries become entitled in a Straddle Period, that would have been received if the Straddle Period ended on Tax period ending after the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitledin each case, that relate to any a Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except that are allocable to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Straddle Period, shall be for as determined under Section 7.12(d)) of the account of Seller, Surviving Corporation and Buyer its Subsidiaries. The Parent shall pay over to Sellerthe Paying Agent (on behalf of each Series B Stockholder, as additional purchase price for the Purchased Equity Interests, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages) any such refund refund, credit or the amount of any such credit reduction within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed such refund or credit for a Straddle Period, within five (5) days after of filing of the Tax Return for reflecting such Straddle Period is due to be filed)credit or reduction. Upon Seller’s request, Buyer shall file (or cause to be filed) all In connection with the preparation of Tax Returns (including amended Tax Returns) under Section 7.12(b), the Parent and the Representative agree that the Surviving Corporation shall elect to carry back any item of loss, deduction or other documents claiming credit from any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant prior taxable years to the immediately preceding sentence. Any refund fullest extent permitted by law (using any available short-form or credit of Taxes with respect accelerated procedures (including filing IRS Form 1139 and any corresponding form for applicable state, local and foreign tax purposes) and filing amended Tax Returns to the Straddle Period extent necessary) and obtain any potential Tax refunds or claims related thereto. Notwithstanding the foregoing, any payment required to be made by Parent to the Representative pursuant this Section 7.12(f), shall be apportioned between reduced by the amount of any Tax liability of the Company and its Subsidiaries for Pre-Closing and post-Closing Tax Periods or Pre-Closing Straddle Periods, not included in accordance with Section 7.5(bthe calculation of Final Pre-Closing Taxes, Net Working Capital, Transaction Costs or Indebtedness to the extent that Representative could have liability for such Tax liability under Article IX (including applicable limitations). Other than ; provided, however, that for the avoidance of doubt the amount of any Tax refund or credit the benefit of which is payable liability offset against a payment otherwise due to Seller Representative pursuant to this Section 7.5(d7.12(f) shall count toward the Representative Cap as if paid in cash as an indemnity under Section 9.1(b), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on After the Closing Date, except to the extent (A) included as an asset in (including to the extent such asset is taken into account as a contra liability that reduces a liability that is taken into account in the calculation of) Indebtedness or Net Working Capital as finally determined hereunder, or (B) attributable to the carryback of any loss, deduction or credit from a Post-Closing Tax Period to a Pre-Closing Tax Period, Seller shall be entitled to all Tax refunds (and Overpayment Credits) received by Buyer the Purchaser or any of its Affiliates (including, following the Closing, for the avoidance of doubtAffiliates, the Acquired Companies)Company, and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, Subsidiaries for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period (or the portion of including any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is Tax refunds attributable to the carryback of a Tax attribute items under Section 9.01(a) above) to the extent attributable to (i) Taxes paid by or on behalf the Company or the Subsidiary on or prior to the Closing Date, (ii) Indemnified Taxes for which the Seller (including from the Indemnity Escrow Account) has indemnified the Purchaser Indemnified Parties hereunder, or (iii) Taxes included as a net operating lossSeller Expense or Indebtedness or as a liability in Net Working Capital (in each case, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall as finally determined hereunder). Purchaser will pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such Tax refund or the amount of any such credit promptly (but in all cases within five (5business days) days after actual receipt or actually receiving credit with respect thereto of such Tax refund (or, in the case of any deemed 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); provided that, any such payments to the Seller be reduced by any costs and expenses attributable to the delivery of such Tax refund (or application of Overpayment Credits) to the Seller. To the extent permitted by applicable Law, the Purchaser shall request a refund (rather than a credit in lieu of a refund) with respect to all Pre-Closing Tax Periods. For the avoidance of doubt, any refund or credit for from a Straddle PeriodSeller Transaction Tax Deduction deductible in, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s requestor carried forward to, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and postPost-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit Period shall inure to the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DatePurchaser.

Tax Refunds. Any cash Tax refunds that are actually received (or, Seller shall be entitled to any refund in the case form of cash received by the Company or a Straddle Period, Transferred Subsidiary or direct credits against Taxes otherwise payable by the Company or a Transferred Subsidiary with respect to Taxes of the Company or a Transferred Subsidiary for any Pre-Closing Tax Period (other than any such refund that would have been received if was reflected in the Straddle Period ended on the calculation of Closing Date) by Buyer or any of its Affiliates (including, following the ClosingNet Working Capital and, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtPurchaser, the Acquired CompaniesCompany or their Subsidiaries shall not be required to pay or cause to be paid to Seller pursuant to this Section 9.1(b) become entitled, that relate to any Pre-Closing Tax Period (refund or the portion of any Straddle Period ending on the Closing Date) except credit to the extent that (i) such refund or credit was reflected as reduced other amounts with respect to which Seller would have been obligated to pay to a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (iiPurchaser Indemnified Party pursuant to Section 9.1(a) but for such refund or credit is attributable to credit). After receipt by Purchaser, the carryback Company or any of their Subsidiaries of any such Tax refund, or after the filing of a Tax attribute (including Return on which the Taxes payable for which Purchaser, the Company or any of their Subsidiaries would otherwise be liable is reduced as a net operating lossresult of such Tax credit to which Seller is entitled, net capital lossPurchaser or the Company shall, foreign tax credit or research shall cause the applicable Subsidiary to, deliver and development credit) arising in a period other than a Pre-Closing pay over, by wire transfer of immediately available funds, such Tax Period, shall be for refunds to Seller. At the account request of Seller, Purchaser will, and Buyer shall pay over will cause the Company and its Subsidiaries to, execute such documents and take any other reasonable actions as may be necessary for Purchaser, the Company and their Subsidiaries to Seller, as additional purchase price obtain Tax refunds for the Purchased Equity Interests, which any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period Person is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, eligible and to which Seller is entitled pursuant to this Section 9.1(b) and Seller shall reimburse Purchaser, the immediately preceding sentenceCompany and their Subsidiaries for any out-of-pocket expenses incurred by them in connection therewith. Any refund or credit Notwithstanding the foregoing, any such Tax refunds shall be for the account of Taxes with respect Purchaser, the Company and their Subsidiaries to the Straddle Period shall be apportioned between extent that such Tax refund is attributable to the Pre-Closing and postcarryback from any Post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Period of items of loss, deductions or other Tax refund or credit items of the benefit of which is payable to Seller pursuant to this Section 7.5(d)Purchaser, Buyer the Company and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datetheir Subsidiaries.

Tax Refunds. Any cash (a) The Buyer shall promptly pay and shall cause the relevant Buyer Designees to promptly pay to General Motors an amount equal to the amount of any refund or benefit actually realized (including by way of set-off to a liability to Tax) (“Tax refunds that are actually 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 (or, in including Tax costs) incurred by the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer Designee or any of its Affiliates Target Group Company or Affiliate in obtaining such Tax Refund, to the extent attributable to (including, following the Closing, for the avoidance of doubt, the Acquired Companiesx) become entitled, that relate to any Pre-Closing Tax Period Taxes paid by the Target Group Companies (or Taxes paid by AOAG or the portion of any Straddle Period ending on the Closing Date) except Assets Sellers with respect to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than 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, the 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, if any, shall be taken into account only for 20% of the book value attributed to such Tax Refunds for the account purposes of Seller, and Buyer shall pay over to Sellerthe determination of the Xxxxx Book Value, as additional purchase price for well as the Purchased Equity Interestsportion of such Tax Refunds, any such refund 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 Closing Cash or the amount of any such credit within five difference between (5i) days after actual receipt or actually receiving credit with respect thereto the Closing Working Capital and (or, in ii) the case of any deemed refund or credit for a Straddle Period, within five Reference Working Capital) shall not be reimbursed and (5iii) days after the that Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are Refunds attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between allocated by applying, mutatis mutandis, the Pre-Closing and post-Closing Tax Periods in accordance with principles of Section 7.5(b8.6(d). Other than ) 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 refund 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 Refund relates to the Indemnified Taxes that gave rise to a payment and provided that the Buyer or credit the benefit relevant Buyer Designee shall have the right to first deduct from the amount of which is payable such Tax Refund any amount that has been finally determined to Seller be due from General Motors under a Claim pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateprocedures set forth in Article 14.

Tax Refunds. Any cash 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 an Amtrol Company that relate to a Pre-Closing Tax Period, net of all Taxes payable by Purchaser or the Company attributable to the receipt of such refund (or, to the extent not included in the case computation of a Straddle Periodthe 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 would have been received if the Straddle Period ended on 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) by Buyer or such refund of Tax (including any of its Affiliates (includinginterest received thereon) to the Stockholder Representative pursuant to Section 3.10(d)(iii), following the Closingprovided that, for the avoidance of doubt, no amount of such tax refund shall be paid by Purchaser until after the Acquired CompaniesAdjustment 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 expense of the Company Securityholders, at the request of Purchaser, repay to Purchaser or the Company, as applicable, the amount paid over pursuant to this Section 7.4(g) (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) within five (5) Business Days of such request. In applying this Section 7.4(g), any refund of Taxes (including any interest thereon) for a Straddle Period will be allocated between the Pre-Closing Tax Period and the portion of the Straddle Period beginning after the Closing Date in accordance with the principles of Section 7.4(b). Purchaser shall be entitled to all refunds relating to any amounts actually credited against any cash Taxes due and payable to which Buyer taxable period (or any of its Affiliates portion thereof) beginning after the Closing Date (including, following without limitation, any refund that is attributable to any net operating loss carryforward of the ClosingCompany 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, the Acquired Companies) become entitled, that relate to any Pre-Closing Purchaser shall make Transaction Tax Period (or the portion of any Straddle Period ending on the Closing Date) except Benefit Payments to the extent that Stockholder Representative (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable for distribution to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods Company Securityholders in accordance with Section 7.5(b2.4) in accordance with Section 7.4(c). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. (a) Any cash Taxes of the Acquired Entities or their Affiliates with respect to any Pre-Closing Tax refunds Periods that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Datei) by Buyer refunded to ITOCHU or any of its Affiliates (including, following the Closing, for the avoidance of doubt, including the Acquired Companies), and any amounts actually Entities) after the Closing Date or (ii) credited against any cash Taxes due and payable to which Buyer a Tax Liability of ITOCHU or any of its Affiliates (including, following the Closing, for the avoidance of doubt, including the Acquired Companies) become entitledEntities), shall, net of any Taxes incurred in respect of the receipt or accrual of such refund or credit and net of any other third party, out-of pocket expenses attributable thereto, promptly be paid over to Xxxx; provided, however, that relate 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 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) shall be made by or on behalf of the Acquired Entities with respect to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except and to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes control proceedings with respect to such claims and, if Xxxx elects to make such a claim and prosecute such claim, ITOCHU shall (and shall cause the Straddle Period shall be apportioned between Acquired Entities to) cooperate at Xxxx’x expense in connection therewith, including the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than preparation of any Tax refund Return that is required to be filed by ITOCHU or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax 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 refunds or credits received by the Acquired Companies after the Closing Date.under this Section 9.4:

Tax Refunds. Any cash Sellers shall be entitled to the amount of any refund or credit of Taxes of the Transferred Entities and the Transferred Assets and the Businesses with respect to a Pre Closing Tax Period or any Seller Deferred Closing Taxes which refund or credit is actually obtained by Buyer or its Subsidiaries (including the Transferred Entities) after the Principal Closing, net of any reasonable cost (including Taxes) to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Principal Closing Date or was included as an asset in calculating Closing Date Net Working Capital or as an asset in calculating Closing Date Indebtedness. Buyer shall pay, or cause to be paid, to Sellers any amount to which Sellers are entitled pursuant to the prior sentence within five (5) Business Days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries (including the Transferred Entities), to the extent such amounts were not included as an asset in calculating Closing Date Net Working Capital or as an asset in calculating Closing Date Indebtedness. To the extent requested by Sellers, Buyer will reasonably cooperate with Sellers in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Principal Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax Authority, Sellers agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to Buyer. In addition, if following the end of the calendar year after the calendar year of the Principal Closing Date, any refunds that are actually received (or, or credits taken into account as an asset in the case determination of the Pre-Closing Income Tax Amount have not been obtained (whether received in cash, or by any available offset against, or reduction of, a Straddle PeriodTax liability of any Transferred Entity, that would have been received if the Straddle Period ended calculated on the Closing Datea “with and without” basis) by Buyer or any of its Affiliates (including, following the Relevant Closing, for the avoidance Transferred Entities) using reasonable efforts, Sellers shall pay to Buyer within five (5) Business Days of doubtthe written request of Buyer, the Acquired Companies), and amount that has not been obtained (it being understood that any such amounts actually credited against any cash Taxes due and payable to which subsequently obtained by Buyer or any of its Affiliates (including, following the Relevant Closing, for the avoidance of doubt, the Acquired CompaniesTransferred Entities) become entitled, that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over payable to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods Sellers in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d6.04), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax refunds that are 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 received realized (orwhether 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 the each case net of a Straddle Periodany reasonable, that would have been received if the Straddle Period ended on the Closing Datedocumented out-of-pocket costs (including Taxes) by of Buyer or any of its Affiliates incurred in receiving such refund or credit: (includingi) 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, following each Party that received a payment pursuant to the Closingpreceding sentence agrees promptly to repay the amount of such refund or credit, for together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, the Acquired Companiesno 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 any amounts actually credited against any cash Taxes due Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax liability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and payable shall use Reasonable Efforts to which Buyer or any cause each of its Affiliates (includingand each Sale Entity to cooperate, following in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the Closingapplicable Taxing Authority; provided, any refund, credit or reduction shall be for the avoidance account of doubtBuyer (in each case, the Acquired Companiesnet of any reasonable, documented out-of-pocket costs (including Taxes) become entitledof Seller or its Affiliates incurred in receiving such refund, that relate credit or reduction of Taxes) if such refund, credit or reduction arises as a result of any carry back to any a Pre-Closing Tax Period (or the portion if such carry back is automatic and required by operation of applicable Tax Law) of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign loss or other tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of each case, that is attributable to or arises from any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file taxable period (or cause to be filedportion thereof) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies commencing after the Closing Date.. (f)

Tax Refunds. Any cash From and after the Closing, VS Holdco shall promptly (i) pay to Parent the amount of any refunds or credits received by the Acquired Companies in respect of any Excluded Tax refunds that are actually received and (orii) without duplication, in the case of a Straddle Period, that would have been received if the Straddle Period ended on reimburse Parent for any estimated tax payment made by Parent or any Acquired Company prior to the Closing Dateto the extent, and at the time, such payment (or any portion thereof) by is refunded to any Acquired Company or is used to offset or reduce any Tax liability of Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the any Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired CompaniesCompany) become entitled, that relate with respect to any PrePost-Closing Tax Period (in each case, 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 portion of any Straddle Period ending on Acquired Companies, as the Closing Date) except to the extent that (i) case may be, in obtaining such refund or credit was reflected as credit). Notwithstanding the foregoing, VS Holdco shall have no obligation to pay to Parent any amount of a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable with respect to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research that was paid by an Acquired Company after the Closing Date and development credit) arising in a period other than a Pre-Closing Tax Period, for which Parent has not provided indemnification for such Tax. Any refunds of any Transfer Taxes shall be for the account sole benefit of Seller, VS Holdco and to the extent Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, or Parent or their respective Affiliates (other than any Acquired Company) receives any such refund, such refund or the amount (net of any Taxes imposed thereon and reasonable third-party costs borne by such credit within five (5party to obtain such refund) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable promptly paid to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateVS Holdco.

Tax Refunds. Any cash refund with respect to Taxes of the Company or its Subsidiary for any Taxable Period or portion thereof that ends on or before the Closing Date shall be allocated to the Shareholders and shall promptly be paid to the Shareholders, together with any interest received with respect to such refund, but reduced by any Tax refunds cost to the Purchaser, except to the extent such refund is reflected as an asset in the Financial Statements, taken into account in the determination of the Working Capital on the Final Working Capital Statement, or attributable to the carryback or utilization of a Tax attribute arising in a Taxable Period (or portion thereof) beginning on or after the Closing Date. If Purchaser receives written notice from the Shareholders’ Representative requesting that are actually received (Purchaser file, or cause to be filed, a claim for refund of Taxes attributable to any of the Tax Periods ending on or prior to the Closing Date, or if with respect to an S Corporate Return, an amended Tax Return so that the Shareholders could file a claim for refund of Taxes attributable to any of the Tax Periods ending on or prior to the Closing Date, Purchaser shall make or cause to be made a claim for such refund or, in the case of a Straddle Periodan S Corporate Return, that would have been received file or cause to be filed such amended Tax Return with the applicable taxing authority in accordance with the Shareholders’ Representative’s request if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) Purchaser believes, after good faith consultation with its tax advisors, that such refund claim or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statementamended Tax Return would be appropriate under applicable law; provided, however, that Purchaser shall not be required to carryback or (ii) such refund or credit is attributable to the carryback of a utilize any Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Taxable Period (or portion thereof) beginning on or after the Closing Tax Period, Date and provided that Purchaser shall not be for the account of Seller, and Buyer shall pay over required to Seller, as additional purchase price for the Purchased Equity Interests, file any such refund claim or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the amended Tax Return for if filing such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (refund claim or cause to be filed) all Tax Returns (including amended Tax Returns) Return could adversely affect the Purchaser or other documents claiming increase Taxes for which Purchaser would be responsible. The Shareholders shall be obligated to reimburse promptly upon request Purchaser for any refundsexpense or cost, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Datereasonable professional fees, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes incurred with respect to such claim. Purchaser shall diligently pursue any such claim for refund, subject to the Straddle Period shall be apportioned between limitations and provisos in the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datepreceding sentence.

Tax Refunds. Any cash Tax refunds that are actually received (orby Buyer, in Holdings, the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Company or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)Company’s Subsidiaries, and any amounts actually credited against any cash Taxes due and payable Tax to which Buyer Buyer, Holdings, the Company or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) Company’s Subsidiaries become entitled, that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period taxable periods ending on or before the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, Date shall be for the account of SellerSellers and ACAS, and Buyer shall (except as otherwise expressly provided in the Escrow Agreement) pay or cause to be paid over to Seller, as additional purchase price for the Purchased Equity InterestsEscrow Agent, any such refund or the amount of any such credit within five fifteen (515) days after actual receipt or actually receiving credit entitlement thereto to be held in accordance with respect thereto (orthe Escrow Agreement. In addition, to the extent that Buyer, Holdings, the Company or any of Company’s Subsidiaries receive or become entitled to a payment or refund, or to a reduction in the case of any deemed refund or credit against Tax (a “Tax Refund”), by a taxing authority for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax taxable period ending on or before the Closing DateDate as a result of either (a) any deductions for compensation resulting from the exercise, purchase or cancellation of employee or director stock options in connection with the Closing, (b) any deductions for unamortized financing costs resulting from the repayment or refinancing of Indebtedness of Holdings or the Company in connection with the Closing, or (c) any deductions for unamortized original issue discount relating to Indebtedness of Holdings or the Company resulting from the repayment of such Indebtedness at, or as a result of, Closing, Buyer shall (except as otherwise expressly provided in the Escrow Agreement) pay or cause to be paid over to the Escrow Agent, an amount equal to such Tax Refund within fifteen (15) days after receipt thereof or entitlement thereto to be held in accordance with the Escrow Agreement. Buyer, Sellers and ACAS hereby agree that the deductions specified in clauses (a), (b) and (c) shall be claimed in full on the Company’s federal and state income Tax Returns for the taxable period ending on the Closing Date to the extent permitted under applicable law, and that any net operating losses generated as a result thereof for such taxable period shall, to which Seller is entitled pursuant the maximum extent possible, be carried back to prior taxable years of, and amended income Tax Returns filed for, the immediately preceding sentence. Any refund or credit Company so as to generate refunds of Taxes income Tax with respect to such prior taxable years (the Straddle Period “Prior Year Tax Refund Amounts”). If Buyer and Sellers’ Representative do not agree on the amount of such deductions that may be claimed under applicable law on the Company’s federal and state income Tax returns for the taxable period ending on the Closing Date, Buyer and Sellers’ Representative shall submit the matter to a mutually-acceptable public accounting firm for final determination, whose decision shall be apportioned between binding on both Buyer and Sellers. Reductions in Tax for the taxable period (or portion thereof) ending on the Closing Date, and all such Prior Year Tax Refund Amounts, shall be for the benefit of Sellers and ACAS and, if received by Buyer or any affiliate thereof, shall (except as otherwise expressly provided in the Escrow Agreement) be paid to the Escrow Agent within fifteen (15) days after receipt or entitlement thereto to be held in accordance with the Escrow Agreement. The obligations created hereunder shall not be considered for purposes of calculation of Closing Date Modified Working Capital. Notwithstanding the forgoing, neither Sellers nor ACAS shall be entitled to any payments hereunder to the extent (a) the aggregate amount of all payments to Sellers and ACAS pursuant to this Section 12.3 exceed the aggregate amount of income Taxes shown as due on all income Tax Returns filed or to be filed (including amended Tax Returns) by or on behalf of the Company and the Company’s Subsidiaries for all Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any and (b) a Tax refund or credit Refund is the benefit result of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits a carryback of all Tax refunds or credits received by the Acquired Companies a tax attribute arising after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on After the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund included as an asset, or credit was reflected as a current asset reduction in the determination of the a liability, in Net Working Capital on (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 Final Closing Statementcalculation of Indebtedness, in each case, as finally determined hereunder or (ii) such refund or credit is attributable to the carryback of any loss from a Post-Closing Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than Period to a Pre-Closing Tax Period, 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 Closing Date for any Pre-Closing Tax Period of a Company Entity (including any Tax refunds attributable to the account carryback of Seller, and Buyer shall items from a Pre-Closing Tax Period). Purchaser2 will pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such Tax refund or the amount of any such credit (but in all cases within five (5ten business days) days after actual receipt or actually receiving credit with respect thereto of such Tax refund (or, in the case of any deemed 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 credit Overpayment Credit received or realized with respect to Taxes attributable to any Company Entity for a Straddle PeriodPeriod 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), within five (5) days 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 Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through refund claims from the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing DateDate 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 the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d7.05(e) (which, for the avoidance of doubt, shall not limit any payments under Section 7.05(g), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date).

Tax Refunds. Any cash Tax The Sellers shall be entitled to receive from Buyer, Merger Sub, Surviving Corporation or the Subsidiaries all refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion credits for overpayments) of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than income Taxes from a Pre-Closing Tax Period, including any interest thereon (net of any Tax on such interest); provided, however, Sellers shall not be entitled to receive any refunds (or credits for overpayments) (i) of income Taxes resulting from an adjustment to income Taxes from a Pre-Closing Tax Period after the account Survival Date (other than an adjustment arising as a result of Sellerclaiming a refund with respect to any Compensation Transaction Deduction or Other Transaction Deduction, or any net operating or other loss with respect to a Pre-Closing Tax Period (e.g., not including any adjustments arising out of an audit or other proceeding with respect to Taxes that are made after the expiration of the Survival Date)) or (ii) that result from a Buyer Transaction Cost. Subject to Section 9.4(i) with respect to Tax refunds attributable to Other Transaction Deductions, promptly upon receipt of any income Tax refund (or credits for overpayment), and in no event later than ten (10) Business Days after receipt by Buyer, Merger Sub, the Surviving Corporation or any of the Subsidiaries, Buyer will, and will cause Merger Sub or the Surviving Corporation and/or the Subsidiaries to, deliver and pay over, by wire transfer of immediately available funds, such income Tax refunds (or credits for overpayments), including any interest thereon (net of any Tax on such interest) to the Sellers’ Representative, for payment to each of the Sellers in accordance with the provisions of Section 2.13(g). Notwithstanding the foregoing, the Sellers shall pay over not be entitled to Sellerreceive any refunds (or credits for overpayments) of Taxes resulting from the carryback of Tax attributes generated in a Post-Closing Tax Period except to the extent such Tax attributes result from Compensation Transaction Deductions or Other Transaction Deductions actually realized in a Post-Closing Tax Period (determined on a with and without basis). Buyer shall, as additional purchase price for soon as is reasonably practicable, cause the Purchased Equity Interests, any such refund Surviving Corporation or the amount of Subsidiaries to file amended income Tax Returns or applications for income Tax refunds in order to obtain any such credit within five income Tax refund (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5overpayment) days after that the Tax Return for such Straddle Period is due Sellers are entitled to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d9.4(g), Buyer and Buyer, Merger Sub, the Surviving Corporation and, to the extent within Buyer’s control, the Company Entities shall execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Buyer, Merger Sub, the Surviving Corporation and the Acquired Companies shall receive Company Entities to obtain the benefits of all income Tax refunds or credits received contemplated by the Acquired Companies after the Closing Date.this

Tax Refunds. Any cash Tax refunds (including applicable interest thereon) that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Purchaser or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)Entities, and any amounts actually credited against any cash Taxes due and payable to which Buyer Purchaser or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) Entities become entitled, that relate to any Pre-Closing Tax Period (taxable periods or the portion of any Straddle Period portions thereof ending on or before the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, Date shall be for the account of Seller, and Buyer Purchaser shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, notify Seller of any such refund or the amount of any such credit within five (5) ten days after actual receipt or actually receiving credit with respect entitlement thereto (or, in the case of any deemed and pay over same to Seller within ten days after receipt or entitlement thereto. Any such refund or credit for that relates to a Straddle Period, within five (5) days after Period shall be allocated between the Tax Return for period of such Straddle Period is due to be filedending on the Closing Date and the period of such Straddle Period beginning after the Closing Date in a manner consistent with the principles for allocating Taxes between such periods set forth in Section 6.7(a)(iii). Upon Seller’s request, Buyer shall file (or cause to be filed) all All Tax Returns refunds (including amended applicable interest thereon) not otherwise payable to the Seller under this Section 6.7(f) shall be for the benefit of Purchaser and if received by or otherwise credited to the Seller or any Affiliate thereof, the Seller shall notify Purchaser of any such Tax Returnsrefund or the amount of any such credit within ten days after receipt or entitlement thereto and pay over same to Purchaser within ten days after receipt or entitlement thereto. Purchaser agrees to file any Tax refund claim that Seller reasonably requests Purchaser to file for any period or portion thereof ending prior to the Closing Date, provided that Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to file any such claim. Specifically and in the event that such refund claims are not filed prior to the Closing Date, Seller agrees (x) or other documents claiming any refunds, including through to file for a refund of income taxes paid by the carryback of Acquired Entities in their 2002 taxable year by carrying back any net operating losses that are attributable incurred by the Acquired Entities in their 2004 taxable year to their 2002 taxable year and (y) to file for a Tax period ending on or before refund of estimated taxes overpaid by the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes Acquired Entities with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datetheir 2004 taxable year.

Tax Refunds. Any cash Tax refunds that are 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 received realized (orwhether 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 the each case net of a Straddle Periodany reasonable, that would have been received if the Straddle Period ended on the Closing Datedocumented out-of-pocket costs (including Taxes) by of Buyer or any of its Affiliates incurred in receiving such refund or credit: (includingi) 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, following each Party that received a payment pursuant to the Closingpreceding sentence agrees promptly to repay the amount of such refund or credit, for together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, the Acquired Companiesno 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 any amounts actually credited against any cash Taxes due Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax liability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and payable shall use Reasonable Efforts to which Buyer or any cause each of its Affiliates (includingand each Sale Entity to cooperate, following in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the Closingapplicable Taxing Authority; provided, any refund, credit or reduction shall be for the avoidance account of doubtBuyer (in each case, the Acquired Companiesnet of any reasonable, documented out-of-pocket costs (including Taxes) become entitledof Seller or its Affiliates incurred in receiving such refund, that relate credit or reduction of Taxes) if such refund, credit or reduction arises as a result of any carry back to any a Pre-Closing Tax Period (or the portion if such carry back is automatic and required by operation of applicable Tax Law) of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign loss or other tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of each case, that is attributable to or arises from any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file taxable period (or cause to be filedportion thereof) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies commencing after the Closing Date.

Tax Refunds. Any cash All refunds of Taxes received by Seller or Buyer after the Closing with respect to the Property (“Tax refunds that are actually received Refund”) shall be applied (orA) first, in to Seller or Buyer, as the case may be, to the extent of a Straddle Periodthird party expenses incurred by either party in protesting and obtaining such Tax Refund, that would have been received if the Straddle Period ended on the Closing Date(B) by second, to Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that such Tax Refund is required to be paid to (ior credited against other amounts payable by) such refund or credit was reflected as a current asset in the determination of Tenants under the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of SellerLeases, and Buyer shall pay over (C) third, (x) to Seller, as additional purchase price Seller if such Tax Refund is for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or which ends before the Closing Date, (y) to Buyer if such Tax Refund is for any tax period which Seller is entitled pursuant to commences after the immediately preceding sentence. Any refund or credit of Taxes Closing, and (z) with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit Refund that applies to a period of which is payable to Seller pursuant to this Section 7.5(d)time that elapses prior to, Buyer inclusive of, and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after subsequent to, the Closing Date, to Seller and Buyer, prorated on a per diem basis. If Seller or Buyer receives any Tax Refund, then each shall retain or pay such amounts (or portions thereof) in order that such payments are applied in the manner set forth in this Subsection. Buyer 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 prior to the Closing Date and collecting the amount of any Tax Refund, provided that no liability or obligation is imposed on Buyer in connection with, or as a result of, the execution and delivery of such 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 contests that Seller has filed (or that have been filed on behalf of Seller) and that may result in the issuance of a Tax Refund. The provisions of this 4.2.2(iii) shall survive the Closing and shall not merge into any documentation delivered at Closing.

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 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 Acquiror, the Blocker Company, the Company, its Subsidiaries or any Affiliate thereof, or (ii) when used by Acquiror, the Blocker Company, the Company, its Subsidiaries, or any Affiliate thereof to credit an account with a Governmental Authority, will be paid over promptly to the Paying Agent (for payment to the Escrow Participants in accordance with the Distribution Waterfall) and A-1 Manufacturing, Inc. (for payment to the Bonus Payment Recipient in accordance with the Distribution Waterfall); provided, however, that are actually any Pre-Closing Tax Refund received (or, in respect of the case of Blocker Company shall be paid only to the Blocker Seller. A Pre-Closing Tax Refund with respect to a Straddle PeriodPeriod shall be determined in accordance with the principles in Section 7.5(j)). Acquiror will, that would have been received if the Straddle Period ended on Holder Representative so requests, cause the Closing Date) by Buyer Blocker Company, the Company, or any of its Affiliates (including, following Subsidiaries to file for and use commercially reasonable efforts to obtain any Pre-Closing Tax Refund that is allocable to the Closing, for the avoidance of doubt, the Acquired CompaniesEscrow Participants pursuant to this Section 7.5(h), and including amending any amounts actually credited against Tax Return filed, filing or causing to be filed a claim for a refund of any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate paid with respect to any Pre-Closing Tax Period (including to carryback any net operating loss or the portion tax credits to one or more prior taxable years of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset an entity in the determination of Company Group for state, local or non-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 Net Working Capital on Escrow Participants will promptly reimburse the Final Closing StatementBlocker Company, the Company, or (ii) such refund its Subsidiaries, as applicable, for any reasonable out-of-pocket expenses incurred in filing, defending or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a prosecuting any Pre-Closing Tax Period, shall be for Refund at the account request of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateHolder Representative.

Tax Refunds. Any cash Notwithstanding the purchase and sale of the Company Shares contemplated by this Agreement, and notwithstanding any existing tax-sharing, tax allocation or similar agreement among Sellers, Company and Subsidiaries, Buyer acknowledges and agrees that Sellers shall be entitled to retain all Tax refunds that are actually (whether received (orfrom the applicable taxing authorities by Sellers, in the case of a Straddle PeriodCompany, that would have been received if the Straddle Period ended Subsidiaries or Buyer) relating to any taxable periods or portions thereof ending on or before the Closing Date) . Sellers shall have the right to direct the filing and prosecution of all claims for Tax refunds relating to any taxable periods or portions thereof ending on or before the Closing Date and, if requested by Sellers, Buyer shall execute and deliver to Sellers, or shall cause Company and Subsidiaries to execute and deliver to Sellers, such powers of attorney and designations of agent as may be reasonably necessary to enable Sellers to prosecute such claims for Tax refunds to which Sellers are entitled pursuant to this Section 9.6, and Buyer shall otherwise cooperate, and shall cause Company and Subsidiaries to cooperate, with Sellers in the manner provided in Section 9.3 hereof. To the extent that any of its Affiliates (includingTax refunds received by Buyer, following the Closing, for the avoidance of doubt, the Acquired Companies)Company or Subsidiaries, and any amounts actually credited against any cash Taxes due and payable Tax to which Buyer Buyer, Company or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) Subsidiaries become entitled, that relate to any Pre-Closing Tax Period (taxable periods or the portion of any Straddle Period portions thereof ending on or before the Closing Date, such refunds or credits (along with any associated interest, refunds of penalties and the like) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of SellerSellers, and Buyer Buyer, Company and Subsidiaries, as the case may be, shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Sellers any such refund or the amount of any such credit credit, along with any associated interest, refunds of penalties and the like received by Buyer, Company or Subsidiaries, within five fifteen (515) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed such refund or credit for a Straddle Periodclaiming of such credit, within five (5) days after associated interest, refunds of penalties or the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datelike.

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 actually received (or, in of the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Company or any of its Affiliates Subsidiaries for Pre-Closing Tax Periods (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except Date as determined under Section 11.3(g)), but only to the extent that (i) such the Taxes being refunded (or 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 credit) (x) was reflected not included as a current asset or as a reduction or offset to current liabilities in the determination of the Closing Net Working Capital on Amount, as finally determined and (y) does not arise out of any losses, credits or other Tax attributes that arose after the Final Closing StatementDate (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 Company and any of its Subsidiaries. If Buyer, the Surviving Corporation or any of their Affiliates receives any refund (iior credit taken in lieu thereof) of Tax to which the Company Securityholders are entitled pursuant to this Section 11.3(e), Buyer or the Surviving Corporation will promptly pay (or cause their respective Affiliates to pay) the amount of such refund or credit is attributable (including interest actually received from a Governmental Entity in connection therewith, but net of Taxes and other reasonable costs and expenses) to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be Securityholder Representative for distribution to the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Company Securityholders. If any such refund (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 of 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 such credit within five refund (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5overpayment) days after that the Tax Return for such Straddle Period is due Company Securityholders are entitled to be filedpursuant to this Section 11.3(e). Upon SellerEach of Buyer, the Surviving Corporation and the Surviving Corporation’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through Affiliates will claim the carryback of any net operating losses or operations losses, as applicable, from any taxable period that are attributable to a Tax period ending on ends before or before on, or includes, the Closing Date, Date to which Seller is entitled pursuant all prior taxable periods to the immediately preceding sentenceextent permitted by Law. Any refund or credit For the avoidance of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than doubt, any Tax refund or credit the benefit of which is payable to Seller Returns filed pursuant to this Section 7.5(d11.3(e) shall be subject to the review and comment procedures set forth in Section 11.3(a), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax Subject to this Section 6.3(g), all refunds that are actually received of Taxes (orother than refunds of Transfer Taxes, which shall be allocated in the case same manner as Transfer Taxes are allocated under Section 6.3(e)) of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, Company for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (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 portion 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 Straddle Period ending on reasonable costs incurred by Buyer 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) that is with respect to (A) any refund of Tax that is the result of the carrying back of any Tax attribute or Tax credit incurred in a Tax period (or portion thereof) beginning after the Closing Date, (B) except any refund of an Indemnified Tax paid after the Closing Date to the extent the Contributors have not indemnified Buyer or the Company for such Taxes, (C) any refund for Tax that (i) such refund or credit was is reflected as a current asset in the determination of the Net Working Capital (or offset to a current liability) on the Final Closing StatementDate Working Capital, as finally determined, or (iiD) such any refund for Tax that gives rise to a payment obligation of the Company to any Person under applicable Law or credit is attributable pursuant to the carryback a provision of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit contract or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file agreement entered into (or cause to be filedassumed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateCompany prior to Closing.

Tax Refunds. Any cash Except to the extent (i) taken into account in the calculation of Net Working Capital as finally determined pursuant to Section 1.04 and taken into account in calculating the Final Cash Consideration or (ii) result from a carryback of any loss or deduction generated in a period after the Closing Date to any taxable period ending prior to the Closing Date, the Seller shall be entitled to any refund or credit for overpayment of Taxes (including any interest paid thereon) (a “Tax refunds that are actually received Refund”) of the Company or any of its Subsidiaries for any Pre-Closing Tax Period. Within five (or5) Business Days after receipt by the Purchaser, the Company or any Subsidiary thereof of any Tax Refund to which the Seller is entitled, the Purchaser or the Company shall, or shall cause the applicable Subsidiary to, deliver and pay over, by wire transfer of immediately available funds, such Tax Refund to an account or accounts designated by the Seller. The Purchaser will, and will cause the Company and its Subsidiaries to, execute such documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Purchaser, the Company and its Subsidiaries to perfect their rights in and obtain all Tax Refunds for which any such Person is eligible and to which the Seller is entitled. None of the Purchaser, the Company, or its Subsidiaries shall forfeit, fail to collect or otherwise minimize any Tax Refund to which the Seller would be entitled, whether through any election to carry forward a net operating loss or otherwise, except as required by applicable Laws. In the case of a any Straddle Period, that would have been received the amount of Tax Refunds to which the Seller is entitled shall be determined as if the Straddle Period relevant Tax period ended on the Closing Date) by Buyer or . Notwithstanding any of its Affiliates (includingother provision in this Agreement, following the Closingif any such refunds that are subsequently required to be paid back to a Governmental Entity, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) then such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, refunds shall be indemnifiable Losses for which the account of Seller, and Buyer Seller shall pay over to Seller, as additional purchase price for indemnity the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled Purchaser pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateArticle XI.

Tax Refunds. (i) Any cash Tax refunds that are actually refund (or credit received (or, in the case lieu of a Straddle Period, that would have been received if cash Tax refund) of Taxes of the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate Business Companies with respect to any Pre-Closing Tax Period and (or 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 extent such overpayments offset the Tax liability of the Business Company with respect to the portion of any the Straddle Period ending on beginning after the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset , in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Periodeach case, shall be for the account benefit of SellerSellers, and Buyer subject to the terms of this Section 5.14(i). The amount of such refund, credit or overpayment shall pay over be paid to Seller, as additional purchase price for the Purchased Equity Interests, any such 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, 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 within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due payment to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period Sellers hereunder shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits net of all Tax refunds costs, expenses, losses or credits received Taxes incurred by Buyer or its Affiliates in connection with the Acquired Companies after the Closing Datereceipt of such refund, credit or offset and any payments to Sellers hereunder.

Tax Refunds. Any cash 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 actually received (or, in the case of a Straddle Period, that would have been received if the portion of any Straddle Period ended on beginning after the Closing Date) by Buyer , or with respect to any refunds or credits of its Affiliates VAT (including, following the Closingwhich, for the avoidance of doubt, shall not include any Brazilian Tax Deposits to the Acquired Companies)extent not taken into account in calculating Net Working Capital) or social security or similar taxes, and Buyer shall pay or cause the Transferred Subsidiaries to pay to Seller the amount of any amounts actually refunds or credits of Taxes or refund of Tax deposits received by (or credited against to) a Transferred Subsidiary, plus any cash Taxes due and payable to which Buyer or any of its Affiliates interest received with respect thereto from the applicable Taxing Authority for (including, following the Closing, for the avoidance of doubt, the Acquired Companiesi) become entitled, that relate to any Pre-Closing Tax Period and (or ii) the portion of any such Straddle Period ending on the Closing DateDate (in each case, net of any Taxes imposed on such amount, including any Taxes imposed in connection with the repayment of such amounts) except to within thirty (30) Business Days after the extent that relevant Transferred Subsidiary receives (ior is credited with) such refund or credit was reflected as a current asset in the determination claims such credit. Any refunds or credits of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback Taxes of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be Transferred Subsidiary for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-period deemed to end at the close of the Closing Date and post-the period deemed to begin at the beginning of the day following the Closing Tax Periods Date in accordance a manner consistent with Section 7.5(b8.3(c). Other than Buyer agrees to use commercially reasonable efforts to claim or cause to be claimed any Tax such refund or to utilize or cause to be utilized any such credits as soon as reasonably possible and to inform Seller within 30 days after any such refund is claimed or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateutilized.

Tax Refunds. Any cash Paradigm will be entitled to any refund of Tax refunds that are actually received (orimposed on or with respect to the Sacagawea Interests, in Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest and borne by Paradigm with respect to a period, or portion thereof, ending on or prior to the case end of a Straddle Period, that would have been received if the Straddle Period ended day on the Closing Date. Pipeline LLC will be entitled to any refund of Tax imposed on or with respect to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest with respect to any Tax period, or portion thereof, beginning after the Closing Date. Refunds for a Straddle Period will be apportioned to the period through the end of the Closing Date and allocated to Paradigm and to the period beginning after the Closing Date and allocated to Pipeline LLC based on the methodology set forth in Section 8.1(a) by Buyer for Straddle Periods. Each of Paradigm and Pipeline LLC will reasonably cooperate with the other in connection with obtaining any refund of Tax as provided in this Section 8.4. If either Paradigm or any of its Affiliates (including, following Pipeline LLC receives a refund to which the Closing, for the avoidance of doubtother is entitled, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable entity receiving the refund will pay it to which Buyer or any of its Affiliates the other entitled to the refund within ten (including, following the Closing, for the avoidance of doubt, the Acquired Companies10) become entitled, that relate Business Days after receipt. PSXP will be entitled to any Pre-Closing refund of Tax Period (imposed on or with respect to the Mountrail Interests or PSXP Assets and borne by PSXP with respect to a period, or portion thereof, ending on or prior to the end of any Straddle Period ending the day on the Closing Date) except . Terminal LLC will be entitled to the extent that (i) such any refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending imposed on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than Mountrail Interests or PSXP Assets for any Tax refund period, or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d)portion thereof, Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies beginning after the Closing Date. Refunds for a Straddle Period will be apportioned to the period through the end of the Closing Date and allocated to PSXP and to the period beginning after the Closing Date and allocated to Terminal LLC based on the methodology set forth in Section 8.1(c) for Straddle Periods. Each of PSXP and Terminal LLC will reasonably cooperate with the other in connection with obtaining any refund of Tax as provided in this Section 8.4. If either PSXP or Terminal LLC receives a refund to which the other is entitled, the entity receiving the refund will pay it to the other entitled to the refund within ten (10) Business Days after receipt.

Tax Refunds. Any cash Seller shall be entitled to any Tax refunds that are actually received (or, and any credits claimed against Tax in the case lieu of a Straddle Period, Tax refund) that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, Companies receives that relate relates to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall (subject to the terms of this Section 8.6) cause each of the Acquired Companies to pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such refund or the amount of any such credit within five thirty (530) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed such refund or credit for a Straddle Period, within five application of such credit; provided that (5i) days after the Seller shall not be entitled to any such Tax Return for such Straddle Period refund that is due attributable to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses 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 attributable to a Tax period ending refunds of Taxes of the Acquired Companies that were paid on or before prior to the Closing Date, 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 Buyer Indemnitee was indemnified under Article 7; (iii) the amount of any such Tax refund to which be paid to Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period hereunder shall be apportioned between net of all Taxes and reasonable out-of-pocket costs incurred by the Pre-Closing Acquired Companies in connection with obtaining such Tax refund and post-Closing Tax Periods in accordance with Section 7.5(b). Other than (iv) any Tax refund or credit with respect to Taxes for any Straddle Period shall be equitably apportioned consistent with the benefit apportionment of Pre-Closing Taxes as set forth in the definition of such term. Upon the request and at the expense of Seller, Buyer shall cause the Acquired Companies to file a claim for refund of any Taxes, including through the filing of amended Tax Returns or otherwise in such form as Seller may reasonably request, to which is payable to Seller would be entitled pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date8.6.

Tax Refunds. Any cash Motif may, at its option, cause Nuprim to elect, where permitted by applicable Law, to carry forward or carry back any Tax refunds attribute carryover that are actually received (orwould, in the case of absent such election, be carried back to a Pre-Closing Tax Period or Straddle Period, that would have been received if the Straddle Period ended . Motif shall promptly notify Nuprim Shareholders’ Representative of and pay (or cause to be paid) to Nuprim Shareholders’ Representative on the Closing Datebehalf of Nuprim Shareholders: (a) any refund of Taxes paid by Buyer or any of its Affiliates (including, following the Closing, Nuprim for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 actually received by Nuprim; or (or the b) a portion of any refund of Taxes paid by Nuprim for any Straddle Period ending (such portion to be allocated consistent with the principles set forth in Section 8.14 hereof) actually received by Nuprim, in each case, net of any Tax Liabilities or increase in Tax Liabilities imposed on the Closing Date) except Motif, or Nuprim resulting from such refund; provided, however, that Nuprim Shareholders shall not be entitled to any refund to the extent that (i) such refund or credit was reflected as relates to a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a from any period other than a Pre-ending after the Closing Tax Period, shall be for the account of Seller, and Buyer Date. Motif shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filedpaid) all the amounts described in the second sentence of this Section 8.14 within thirty (30) days after the actual receipt of the Tax Returns (including amended Tax Returns) or other documents claiming refund giving rise to Motif’s obligation to make payment hereunder with respect thereto. At the request of Nuprim Shareholders’ Representative, Motif shall reasonably cooperate with Nuprim Shareholders’ Representative in obtaining any refundssuch refunds for which Nuprim Shareholders are entitled pursuant to this Section 8.14, including through the carryback filing of amended Tax Returns or refund claims as prepared by Nuprim Shareholders’ Representative, at the expense of Nuprim Shareholders; provided, however, that if any such amended Tax Return shall be prepared by Nuprim Shareholders’ Representative, Nuprim Shareholders’ Representative shall deliver or cause to be delivered drafts of any net operating losses that are attributable such amended Tax Return to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant Motif for its review prior to the immediately preceding sentence. Any refund or credit of Taxes with respect time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of Motif, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Motif shall not be required to cooperate with Nuprim Shareholders’ Representative 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 Motif or Nuprim in any Straddle Period shall be apportioned between the Preor Post-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DatePeriod.

Tax Refunds. Any cash (A) The Seller shall be entitled to any Tax refunds or credits (that result in an actual reduction in cash Taxes) that are actually received (or, in by the case of a Straddle Period, that would have been received if Purchaser or the Straddle Period ended on Group Companies attributable to Taxes paid by the Closing Date) by Buyer Seller or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate Group Companies with respect to any Pre-Closing Tax Period (or any Taxes for which the portion of Seller has indemnified the Purchaser; provided, that Sellers shall not be entitled to any Straddle Period ending on the Closing Date) except such Tax refunds or credits to the extent that (i) such refund Tax refunds or credit was reflected as a current asset credits are taking into account in calculating the determination of the Net Working Capital on the Final Closing StatementPayment Shares, or (ii) such refund Tax refunds or credit is attributable to the carryback of credits result from a Tax attribute (including loss carry-back from a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PrePost-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 Sellerpaid, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (orcredit, in the case net of any deemed refund costs incurred by Purchaser in obtaining such Tax refunds or credit for a Straddle Periodcredits, within five (5) days Business Days after the actual receipt of such refund or actual realization of such credit against Taxes. Purchaser and Seller will equitably apportion any Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (refunds or cause to be filed) all Tax Returns credits (including amended Tax Returnsany interest received thereon) received or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes realized with respect to the Taxes imposed on or with respect to any Group Company for a Straddle Period shall be apportioned between in a manner consistent with the Pre-Closing and post-Closing Tax Periods principles set forth in accordance with Section 7.5(b6.15(d). Other than If any such Tax refund or credit the benefit in respect of which is payable a party made a payment to Seller the other party pursuant to this Section 7.5(d)6.15(e) is subsequently disallowed or reduced, Buyer 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 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 the Acquired Companies 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 receive the benefits of all not be required to prosecute any claims related to Tax refunds or credits received by if Purchaser reasonably determines it would increase the Acquired Companies after the Tax Liabilities of a Group Company in a Post-Closing DateTax Period or otherwise result in any other material adverse Tax consequences to Purchaser, any Group Company, or any of their Affiliates.

Tax Refunds. Any cash Tax refunds received from a Tax Authority for any Tax Period ending on or before the Closing Date shall be for the account of (and paid to) the Seller. To the extent that are a credit (or set-off) for Taxes paid for a Tax Period ending on or before the Closing Date is actually received credited (or, in or set-off) against a Tax otherwise due by a member of the case of Company Group for a Straddle Post-Closing Tax Period, that would have been received if 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 ended on shall be apportioned between the Closing DateSeller and the Buyer in accordance with the principles set forth in Section 2 and this Section 3(a) by Buyer or any of its Affiliates (including, following and the Closing, for amount (if any) apportioned to the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 shall be for the account of (or and paid to) the portion of any Straddle Period ending on the Closing Date) except to the extent that Seller). If (i) such refund or credit was reflected as a current asset Tax liability arises that is described in the determination of the Net Working Capital on the Final Closing StatementSection 1(a)(i), or (ii) such refund or credit liability is attributable to in the carryback 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 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 attribute liability otherwise due by a member of the Company Group in respect of a Post-Closing Tax Period (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PreTax 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 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 other amounts payable hereunder, if the Seller makes a payment pursuant to Section 1(a)(ii) and Buyer shall pay over the amount of the underlying Tax that gave rise to Sellerthe payment is subsequently refunded (or gives rise to a credit (or set-off) for Taxes paid that is actually credited (or set-off) against a Tax otherwise due by a member of the Company Group for a Post-Closing Tax Period), as additional purchase price for the Purchased Equity Interests, any amount of such refund or credit (or set-off) shall be for the amount account of (and paid to) the Seller. To the extent that any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or any credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filedset-off) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses Taxes paid that are attributable gives rise to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant payment to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d3(a) (or the underlying item or claim that gave rise to such a refund or credit (or set-off) of Taxes paid) is subsequently disallowed by any Tax Authority, the amount of such refund or credit (or set-off) of Taxes paid shall be repaid to the Buyer (and the Seller shall indemnify and hold harmless the Buyer, each member of the Company Group and their respective Affiliates in respect of such repayment). Notwithstanding any other provision of this Section 3(a), Buyer and the Acquired Companies amount of any payment required to be made to the Seller under this Section 3(a) shall receive be net of any Taxes (or other reasonable costs) incurred by or imposed on the benefits Buyer, any member of all Tax refunds the Company Group or credits received by their Affiliates in connection with the Acquired Companies after the Closing Dateitem or events giving rise to such payment.

Tax Refunds. Any cash Tax refunds that are 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 received realized (orwhether 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 the each case net of a Straddle Periodany reasonable, that would have been received if the Straddle Period ended on the Closing Datedocumented out-of-pocket costs (including Taxes) by of Buyer or any of its Affiliates incurred in receiving such refund or credit: (includingi) 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, following each Party that received a payment pursuant to the Closingpreceding sentence agrees promptly to repay the amount of such refund or credit, for together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, the Acquired Companiesno 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 any amounts actually credited against any cash Taxes due Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax liability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and payable shall use Reasonable Efforts to which Buyer or any cause each of its Affiliates (includingand each Sale Entity to cooperate, following in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the Closingapplicable Taxing Authority; provided, any refund, credit or reduction shall be for the avoidance account of doubtBuyer (in each case, the Acquired Companiesnet of any reasonable, documented out-of-pocket costs (including Taxes) become entitledof Seller or its Affiliates incurred in receiving such refund, that relate credit or reduction of Taxes) if such refund, credit or reduction arises as a result of any carry-back to any a Pre-Closing Tax Period (or the portion if such carry back is automatic and required by operation of applicable Tax Law) of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign loss or other tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of each case, that is attributable to or arises from any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file taxable period (or cause to be filedportion thereof) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies commencing after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received refund, credit or similar benefit (or, in the case of including any interest paid or credited by a Straddle Period, that would have been received if the Straddle Period ended on the Closing DateTaxing Authority with respect thereto) by Buyer or any of its Affiliates relating to Excluded Acquired Company Taxes (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except but only to the extent that (ia) such refund refund, credit or credit was similar benefit is not reflected as a current asset in the determination of the Net Working Capital Current Asset on the Final Closing Statement, or Statement and (iib) such refund refund, credit or credit similar benefit is not attributable to the carryback to, and does not result from, a carry back or other use of a Tax attribute (including a net operating any item of loss, net capital lossdeduction, foreign tax credit or research and development credit) other similar item arising in a period other than a PrePost-Closing Tax Period, ) shall be for the account property of the Seller, and Buyer shall pay over to Seller, as additional purchase price for if received by the Purchased Equity Interests, any such refund Purchaser or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive be paid over promptly to the benefits Seller, net of all 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 refund to which the 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, (B) perform any study (e.g., in respect of Tax credits or credits received by transfer pricing) or (C) take any position that would bind Purchaser or the Acquired Companies after the Closing Date, including in respect of any method of accounting. The Purchaser shall permit the Seller to participate in (at the Seller’s expense) the prosecution of any such refund claim. For the avoidance of doubt, the limitations provided in this Section 7.02 shall not limit the parties’ rights and obligations described in Section 7.05.

Tax Refunds. Any cash Tax refunds If a Borrower pays any additional amount pursuant to Section 3.01 to the Lender and the Lender determines in good faith, that are it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (ora “Tax Benefit”), the Lender shall pay to such Borrower an amount that the Lender shall, in the case of a Straddle Periodgood faith, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except determine is equal to the extent 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 refund or credit was reflected as Lender, whether to seek a current asset 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 determination of the Net Working Capital on the Final Closing Statement, or Lender); (ii) such refund any Taxes that are imposed on the Lender as a result of a disallowance or reduction (including through the expiration of any tax credit is attributable to the 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 attribute for which such Borrower is obligated to indemnify the Lender pursuant to Section 3.01; (including 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 Lender shall not be required to pay any amounts pursuant to this paragraph at any time during which an Event of Default has occurred and is continuing with respect to such Borrower. Any payment (or determination that no payment is due) by the Lender with respect to a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, Benefit pursuant to this paragraph shall be accompanied by a schedule reasonably detailing the calculations for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or determining the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due Benefit; provided, however, that the Lender shall not be required to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through substantiate the carryback basis of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateits calculations.

Tax Refunds. Any cash Tax refunds that are actually received (or, Except to the extent reflected as an asset in the case calculation of a Straddle PeriodNet Working Capital, that would have been received if all refunds of Taxes of the Straddle Period ended Acquired Entities with respect to any Tax year or portion thereof ending on or before the Closing Date) by Buyer or any of its Affiliates Date (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash refunds of Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a net operating loss or other Tax attribute (including from a net operating lossTax year ending on or before the Closing Date to an earlier Tax year) that are actually received by Buyer or the Acquired Entities or applied against an Tax liability otherwise payable by Buyer or the Acquired Entities, net capital loss, foreign tax credit of any expenses incurred by Buyer or research and development credit) arising the Acquired Entities in a period other than a Pre-Closing Tax Periodsecuring such refunds, shall be for the account of Seller, the Sellers and Buyer shall pay be paid over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund Sellers’ Representatives within fifteen (15) days of receipt or realization by Buyer or the amount Acquired Entities. All Tax Returns of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit Acquired Entities for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (year or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period portion thereof ending on or before the Closing DateDate shall be prepared as soon as practicable (including, to which Seller is entitled pursuant in the case of a carryback of a net operating loss or other Tax attribute, using any available short-form or accelerated procedures and filing amended Tax Returns to the immediately preceding sentence. Any refund or credit of Taxes with respect extent necessary) and shall be submitted to the Straddle Period Sellers’ Representatives for their review and comment at least twenty (20) days prior to the due date for filing. Neither Buyer nor the Acquired Entities shall be apportioned between elect to waive any carryback of a net operating loss or other Tax attribute on any such Tax Return. For the Pre-Closing and post-Closing avoidance of doubt, all Tax Periods deductions of the Acquired Entities attributable to (i) the cancellation of the options in accordance with Section 7.5(b). Other than any Tax refund or credit exchange for the benefit of which is consideration payable to Seller the Option Sellers pursuant to this Section 7.5(d)Agreement, Buyer and (ii) the Acquired Companies shall receive the benefits payment of all Tax refunds Transaction Expenses (whether, before, on or credits received by the Acquired Companies after the Closing Date), and (iii) the write-off of previously deferred financing costs, shall be allocated to, and reflected as deductions on Income Tax Returns of the Acquired Entities filed for, Tax years or portions thereof ending on the Closing Date.

Tax Refunds. Any cash Tax The Selling Parties shall be entitled to any refunds that are actually received (orof federal, in the case of a Straddle Periodstate, that would have been received if the Straddle Period ended on the Closing Date) by Buyer local, or any of its Affiliates (including, following the Closing, non-U.S. income Taxes paid for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 of the Company or its Subsidiaries that are received by the Company or such Subsidiary (or the portion of any Straddle Period ending on the Closing Datesuccessor thereto) except to the extent in cash (or that (i) such refund or credit was reflected are actually applied as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development creditoffset to reduce cash Taxes for which the Purchaser (or its Affiliates, including for this purpose the Company) arising in a period other than a Pre-Closing Tax Periodwould otherwise be liable) after the Closing; provided, however, that, any such refunds shall be for the account of SellerPurchaser 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, and Buyer shall 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, as additional purchase price for the Purchased Equity Interests, any or credit such refund 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 the Purchaser or its Affiliates (including the Company or its Subsidiaries after the Closing). The amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, refunds to which Seller is the Sellers are entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits 6.2(e) that are received by the Acquired Companies after the Closing DateDate (whether in cash or by credit or offset against cash Taxes for which the Purchaser (or its Affiliates, including for this purpose the Company) would otherwise be liable) shall be caused by Purchaser to be paid to the Seller Representative (for the benefit of the Sellers) within fifteen (15) Business Days after receipt (or the filing of a Tax Return, claiming the applicable credit or offset) thereof, less (A) any reasonable out-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 withholding on such refunds.

Tax Refunds. Any cash 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 actually received (orby Parent, in any of the case of a Straddle PeriodCompany Entities, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its their respective Affiliates (including, following the Closing, for Closing and that are attributable to Taxes paid by the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate Company Entities with respect to any Pre-Closing Locked Box Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that Period, in each case, other than (i) such 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 refund or credit was reflected as resulting from a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback carry back of a Tax attribute attributable to a taxable period (including or portion thereof) beginning after the Locked Box Date. If Parent, any of the Company Entities, or any of their respective Affiliates receives such a net operating lossTax refund (or a credit in lieu thereof), it will deliver the same, net capital lossof any Taxes or reasonable and documented out-of-pocket expenses incurred by Parent, foreign tax the Company Entities, or any of their respective Affiliates with respect to such refund (or credit in lieu thereof), to the Seller Representative (on behalf of the Sellers) within 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 research any of their respective Affiliates thereof to make any payment with respect to any Tax refund (and development credit) arising in a period other than a Pre-Closing Tax Period, such refund shall be for the account benefit of SellerParent) that is with respect to any refund resulting from the payment of Taxes made on or after the Locked Box Date to the extent the Sellers have not borne such Tax or otherwise have not indemnified Parent for such Taxes. Parent, the Company Entities and Buyer any of their respective Affiliates shall pay over have the right to Seller, as additional purchase price for withhold and set-off against any amounts due to the Purchased Equity Interests, any such refund or 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 extent any such credit within five claim has not been paid in full; provided, that, Parent, the Company Entities and their respective Affiliates, as applicable, shall promptly deliver to the Seller Representative (5on behalf of the Sellers) days after actual receipt or actually receiving credit with respect thereto (or, in any such amounts withheld to the case of any deemed refund or credit for a Straddle Period, within five (5extent it is ultimately determined that the Sellers are not liable under Section 8.2(e) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateamounts withheld.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate with respect to any Pre-Closing Tax Period (that are received by Purchaser, Bregal Blocker, Vista Blocker or the portion of any Straddle Period ending on Company Group after the Closing Date) except to the extent that , (i) any such refund or credit was reflected as refund, a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a “Pre-Closing Tax PeriodRefund”), shall be for the account of Sellerthe Sellers, and Buyer Purchaser shall pay over to Seller, as additional purchase price Sellers’ Representative for the Purchased Equity Interests, benefit of the Sellers any such refund or the amount of any such credit Pre-Closing Tax Refund within five fifteen (515) days after actual receipt or actually receiving credit thereof; provided, that (i) to the extent any such Pre-Closing Tax Refunds are received with respect thereto to Bregal Blocker, such Pre-Closing Tax Refunds shall be for the account of Bregal Seller; and (orii) 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 the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for obtaining such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any 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 carryback of net operating loss 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 if such waiver would reduce the amount due to the Sellers pursuant to this Section 9.8(f), (B) Purchaser, Bregal Blocker, Vista Blocker and the Company Group will carryback any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the for any Pre-Closing Tax Period to prior taxable periods as allowable by applicable law and postshall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (C) any such Pre-Closing Tax Periods 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 and for any Straddle Period, and (E) apportionment of any Pre-Closing Tax Refund to the portion of a Straddle Period ending on and including the Closing Date shall be determined in accordance with Section 7.5(b9.8(d). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.66

Tax Refunds. Any cash (A) The Seller shall be entitled to any Tax refunds or credits (that result in an actual reduction in cash Taxes) that are actually received (or, in by the case of a Straddle Period, that would have been received if Purchaser or the Straddle Period ended on Group Companies attributable to Taxes paid by the Closing Date) by Buyer Seller or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate Group Companies with respect to any Pre-Closing Tax Period (or any Taxes for which the portion of Seller has indemnified the Purchaser; provided, that Sellers shall not be entitled to any Straddle Period ending on the Closing Date) except such Tax refunds or credits to the extent that (i) such refund Tax refunds or credit was reflected as a current asset credits are taking into account in calculating the determination of the Net Working Capital on the Final Closing StatementPayment Shares, or (ii) such refund Tax refunds or credit is attributable to the carryback of credits result from a Tax attribute (including loss carry-back from a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PrePost-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 Sellerpaid, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (orcredit, in the case net of any deemed refund costs incurred by Purchaser in obtaining such Tax refunds or credit for a Straddle Periodcredits, within five (5) days Business Days after the actual receipt of such refund or actual realization of such credit against Taxes. Purchaser and Seller will equitably apportion any Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (refunds or cause to be filed) all Tax Returns credits (including amended Tax Returnsany interest received thereon) received or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes realized with respect to the Taxes imposed on or with respect to any Group Company for a Straddle Period shall be apportioned between in a manner consistent with the Pre-Closing and post-Closing Tax Periods principles set forth in accordance with Section 7.5(b6.15(d). Other than If any such Tax refund or credit the benefit in respect of which is payable a party made a payment to Seller the other party pursuant to this Section 7.5(d)6.15(e) is subsequently disallowed or reduced, Buyer 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 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 the Acquired Companies 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 receive the benefits of all not be required to prosecute any claims related to Tax refunds or credits received by if Purchaser reasonably determines it would increase the Acquired Companies after the Tax Liabilities of a Group Company in a Post-Closing Date.Tax Period or otherwise result in any other material adverse Tax consequences to Purchaser, any Group Company, or any of their Affiliates. 60

Tax Refunds. Any cash Except to the extent taken into account in determining Closing Date Net Working Capital, any (i) Tax refunds that are actually refund (including any interest in respect thereof) received (oror applied for by any of Parent, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Surviving Corporation or any of its Affiliates Subsidiaries prior to the 36-month anniversary of the Closing Date and (including, following the Closing, ii) amounts creditable against a Tax for the avoidance a Post- Closing Tax Period to which any of doubtParent, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer Company or any of its Affiliates (includingSubsidiaries becomes entitled prior to the 36-month anniversary of the Closing Date, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitledin each case, that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, Company or (ii) such refund or credit is attributable to the carryback any of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, its Subsidiaries shall be for the account of Seller, and Buyer the Company Equityholders. Parent shall pay over to Seller, the Holder Representative (for distribution to the Company Equityholders in the same manner as additional purchase price for set forth in the Purchased Equity Interests, last sentence of Section 11.2 with respect to the Holder Allocable Expense Amount) any such refund or the amount of any such credit amount credited against Tax within five (5) 15 days after actual receipt or actually receiving credit with respect thereto (orentitlement thereto, in the case net of any deemed expenses incurred by Parent, the Surviving Corporation or any of its Subsidiaries in seeking or securing such refund or credit for a Straddle Periodamount credited against Tax; provided, within five (5) days after the however, that such refunds or amounts credited against Tax Return for such Straddle Period is due shall not include any refunds or amounts attributable to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any credit, net operating losses that are attributable to loss, capital loss deduction or other similar Tax attribute arising in a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies beginning after the Closing Date. Parent shall provide the Holder Representative with written notice of the availability of any such refund or credit subject to this Section 8.2(e) that is has knowledge of, and upon the written request of the Holder Representative, 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, or to require any payment by Parent as a result of, the claiming in a Post-Closing Tax Period of any deduction or credit relating to any 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 is credited or offset against a Tax liability relating to a Post-Closing Tax Period.

Tax Refunds. Any cash Tax refunds that are actually received (or, in or credits for overpayment) of Taxes incurred by the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Company or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), Subsidiaries and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate attributable to any Pre-Closing Cutoff Tax Period (or portion thereof, determined in accordance with the portion principles set forth in the definition of any Pre-Cutoff Straddle Period ending on Taxes), including any interest received from a Governmental Entity thereon, that is actually received in cash or by credit by the Closing Date) except to the extent that (i) such refund Company or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Periodits 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 Buyer 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. Upon the Purchaser’s, the Company’s, or any Subsidiary’s receipt of any such refund or claim of such credit, Purchaser and the Company, jointly and severally, shall pay over or cause to Sellerbe paid to the Stockholder Representative, as additional purchase price for the Purchased Equity Interestsbenefit of the Stockholders, by wire transfer of immediately available funds, any such refund (or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (orcredit), in the case including any interest thereon, but net of any deemed Taxes imposed thereon and reasonable expenses incurred in connection therewith. If a refund or credit for a Straddle Periodthat has been paid to the Stockholders is later denied or disallowed, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer Stockholders shall file (pay or cause to be filedpaid to the Purchaser (or, at the Purchaser’s direction, to the Surviving Corporation or any of its Subsidiaries) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback amount of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any such refund or credit of Taxes with respect plus any interest owed to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods relevant Governmental Entity in accordance with Section 7.5(b)respect of such denial or disallowance. Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.82 11.10

Tax Refunds. Notwithstanding anything to the contrary contained in this Agreement, Acquiror is authorized and shall be entitled to withhold, from the Aggregate Company Stockholder Cash Consideration otherwise payable to the Company Stockholders pursuant to Section 1.8(a), $280,000 (the “Tax Refund Holdback Amount”). The Tax Refund Holdback Amount shall be withheld from each Company Stockholder based on such Person’s Pro Rata Share. Any cash Tax refunds that are actually received (or, for Taxes paid in the case of a Straddle Period, that would have been received if the Straddle Period ended 2014 on or prior to the Closing DateDate (including any interest in respect thereof received from a Governmental Entity) relating to the 2014 Tax Return received by Buyer Acquiror, the Surviving Entity or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)their Affiliates, and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset credits received in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback lieu of a Tax attribute refund to which Acquiror, Company of any of their Affiliates become entitled (including a net operating lossby way of any amended Tax Return), net capital lossrelated to, foreign tax credit or research and development credit) arising in a period other than a resulting or arising, directly or indirectly from, without duplication any Taxes of Company for any Pre-Closing Tax Period, shall (to the extent not included as an asset in Company Net Working Capital that reduced a Working Capital Shortfall, as finally determined pursuant to Section 1.11) be for considered the account “Tax Refund Amount,” provided that such Tax Refund Amount shall be net of Seller(1) any reasonable out-of-pocket costs associated in obtaining such refund of Taxes, (2) any Tax required to be withheld on such payment, and Buyer shall pay over to Seller, (3) any Taxes borne by Acquiror or Company as additional purchase price for the Purchased Equity Interests, any such refund or the amount a result of any its receipt of such credit within five (5) days after actual receipt or actually receiving refund, and provided that any credit with respect thereto (or, in the case of any deemed or refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable related to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between prorated based upon the method employed in the definition of “Pre-Closing Taxes.” Acquiror and post-Closing Tax Periods in accordance with Section 7.5(b). Other than its Affiliates shall cause the Surviving Entity to use commercially reasonable efforts to obtain any Tax refund or credit that would contribute to the benefit Tax Refund Amount. Acquiror (or its agent) will disburse to each Company Stockholder such Person’s Pro Rata Share of the Tax Refund Holdback Amount or the Tax Refund Amount, whichever is less, to be disbursed within 15 days after Acquiror, the Surviving Entity or any of their Affiliates becomes entitled to the Tax Refund Amount (whether received in cash or applied as a credit against other Tax liabilities of Acquiror, the Surviving Entity or any of their Affiliates). If there is a subsequent reduction by a Governmental Entity (or by virtue of a change in applicable Tax law), of any amounts with respect to which is payable a payment has been made to Seller the Company Stockholders by Acquiror pursuant to this Section 7.5(d5.17(b), Buyer and then the Acquired Companies Company Stockholders shall receive the benefits of all Tax refunds pay Acquiror an amount equal to such reduction plus any interest or credits received penalties imposed by the Acquired Companies after the Closing Datea Governmental Entity with respect to such reduction.

Tax Refunds. Any cash (i) All Tax refunds that are actually received or credits (or, in the case lieu of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Daterefund) by Buyer or of Taxes (including any interest paid thereon) of any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, Companies for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent Date that are received or actually utilized (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback form of a Tax attribute reduction of cash Taxes actually payable) by Purchaser or the Acquired Companies after the Closing (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a “Pre-Closing Tax Period, Refund”) shall be for the account of the Seller, and Buyer Purchaser shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or Seller the amount of any Pre-Closing Tax Refund (net of any reasonable out of pocket costs, expenses and Taxes incurred or imposed on Purchaser, its Affiliates or any Acquired Company in obtaining, receiving or accruing such credit Pre-Closing Tax Refund) within five ten (510) days Business Days after actual receipt of any such Pre-Closing Tax Refund (or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Periodcredit, within five ten (510) days after Business Days of the filing of a Tax Return for actually utilizing such Straddle Period is due to be filedcredit). Upon Purchaser and its Affiliates shall, if the Seller so requests (and at Seller’s requestcost), Buyer shall file (or cause a claim for and use reasonable efforts to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming obtain any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d)Refund; provided, Buyer however, that Purchaser, its Affiliates and the Acquired Companies shall receive not be required to take any action that could result in or otherwise cause such Person to incur any material unreimbursed costs and expense. This Section 5.6(d) shall not apply to any Pre-Closing Tax Refund that was taken into account in Closing Net Working Capital or that results from the benefits carryback of all a net operating loss or other Tax refunds attribute incurred in a Post-Closing Tax Period or credits received by the Acquired Companies after portion of any Straddle Period beginning on the day following the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on i) If after the Closing Date) by , Buyer or any of its Affiliates (includingincluding the Surviving Corporation) actually receives or realizes any refund, following or a credit in lieu of a refund, of any Tax that is attributable to a Pre-Closing Tax Period or of any Pre-Closing Taxes, and such Tax was paid or deemed paid (including amounts included in the Closingcalculation of 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 Closing Date, then Buyer promptly shall pay or cause to 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 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 distribution to each of the 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 amount) when received and, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, refunds so received shall not be included in calculating the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateBasket Amount.

Tax Refunds. Any cash Tax refunds that are actually received (or, in by the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtParent, the Acquired Blockers or the Group Companies), and any amounts actually credited against any cash Taxes due and payable Tax to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtParent, the Acquired Companies) Blockers or the Group Companies become entitled, that relate to any Tax periods or portions thereof ending on or before the Closing Date, including as a result of the Transaction Deductions (such refunds or credits, “Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax PeriodRefunds”), shall be for the account of Sellerthe Securityholders (and the Parent shall promptly notify the Representative of the existence thereof), and Buyer the Parent, at the request of the Representative to the Surviving Company, shall pay over over, or cause to Sellerbe paid over, as additional purchase price to the Representative for disbursement to the Purchased Equity Interests, Securityholders in accordance with their respective Pro Rata Percentages any such refund or the amount of any such credit within five ten (510) days after actual receipt thereof or actually receiving credit with respect thereto (orentitlement thereto. Notwithstanding the preceding sentence, in any Pre-Closing Tax Refund attributable to an Aquiline Blocker shall be solely for the case account of Aquiline and any deemed refund or credit Pre-Closing Tax Refund attributable to the New York Life Blocker shall be solely for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due account of New York Life. The Parent agrees to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a loss arising in any Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with With respect to the Straddle Period shall be apportioned between the any Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit Refunds of the benefit of Group Companies for which is payable the Securityholders are entitled to Seller a payment pursuant to this Section 7.5(d10.03(d) and for which Parent, a Blocker or a Group Company must file a Tax Return not otherwise required to be filed to claim any such Tax refund, the Representative shall have the right to (A) cause such Tax Return (including the preparation of IRS Forms 4466 (Corporation Application for Quick Refund of Overpayment of Estimated Tax), Buyer 1139 (Corporation Application for Xxxxxxxxx Xxxxxx), xx 0000X (Amended U.S. Corporation Income Tax Return), and any other forms under federal, state, local or foreign law) to be prepared (with the Acquired Companies reasonable cooperation of the Parent, the Blockers or any Group Company, as applicable), and (B) provide such Tax Return to the Parent for review and approval, which approval may not be unreasonably withheld, conditioned, or delayed. The Parent shall receive the benefits of all promptly cause such Tax refunds or credits received by the Acquired Companies after the Closing DateReturn to be filed and any resulting refund shall be paid pursuant to this Section 10.03(d).

Tax Refunds. Any cash The Buyer shall, or shall cause the Meritas Companies to pay to the Sellers’ Representative (for payment to the applicable Sellers) any Tax refunds that are actually received by the Buyer, the Meritas Companies or any of their Affiliates (oror Tax refunds to which the Buyer, in the case Meritas Companies or any of a their Affiliates become entitled) with respect to Taxes of the Meritas Companies for all Pre-Closing Tax Periods and any Straddle Period, that would have been received if Periods (to the extent the refund for such Straddle Period ended on is allocated to periods prior to the Closing Date) within fifteen (15) days of receipt of any such Tax refund or entitlement thereto; provided, however, that the Sellers shall not be entitled to any Tax refunds pursuant to this Section 12.1(j) to the extent that such Tax refund (i) was accrued as a receivable on the books and records of the Companies and included in the Net Working Capital (ii) is paid from Taxes paid by Buyer Buyer, (iii) is less than the Threshold Amount, or any (iv) arises after the expiration of its Affiliates (including, following the Closing, for Survival Date. For the avoidance of doubt, the Acquired Companies), and Tax refunds shall not include any amounts actually credited against any cash Taxes due and payable refunds or reductions in Tax attributable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute arising out of a Post-Closing Tax Period or (including ii) the carryforward of a net operating loss, net capital loss, foreign tax credit or research and development credit) Tax attribute arising in a period other than out of a Pre-Closing Tax Period to a Post-Closing Tax Period. If, shall be prior to the expiration of the Survival Date, the Sellers’ Representative determines that any of the Meritas Companies are entitled to file or make a formal or informal claim for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit an amended Tax Return providing for a refund with respect thereto (or, in the case of to a Pre-Closing Tax Period or any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s upon Sellers’ reasonable request, Buyer shall, or shall file (cause its relevant Affiliate, to initiate a claim for such Tax refund or cause to be filed) all amend any Tax Returns (including amended Return in accordance with applicable Tax Returns) or other documents claiming any refunds, including through the carryback Laws and official statements of any net operating losses responsible Taxing Authority in order to realize any such Tax refund; provided, however, that are attributable Buyer and its Affiliates shall not be required to a initiate such Tax period ending on refund claim or before amend such Tax Return if it can reasonably be expected that such Tax refund claim or Tax Return amendment would increase the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund Tax Liability of Buyer or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and postits relevant Affiliate for any Post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DatePeriod.

Tax Refunds. Any cash Parent and Purchaser agree to pay to the Sellers’ Representative (for the benefit of the Selling Shareholders) the amount of any Tax refunds that are actually (together with any interest paid or credited with respect thereto, but net of any Taxes imposed thereon or reasonable expenses incurred with respect thereto) received (or, in by the case of a Straddle Period, that would have been received if the Straddle Period ended on Acquired Companies following the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable attributable 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 a Pre-Closing Tax Period promptly upon the receipt of such Tax refund (or the portion amount applied as a credit against future Taxes in lieu of any Straddle Period ending on the Closing Datea refund) except to the extent that such refund is (i) such refund or credit was reflected included as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback received as a result of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are Tax attribute attributable to a Tax period (or portion thereof) beginning after the Closing Date. Promptly upon the receipt of any Tax refund (or any amount applied as a credit against future Taxes in lieu of a refund) to which the Selling Shareholders are entitled pursuant to this Section 7.2(c), Parent shall, or shall cause Purchaser to, pay to the Selling Shareholders as additional Purchase Price the amount of such refund (or the amount applied as a credit against future Taxes in lieu of a refund) within fifteen (15) days of receipt thereof or entitlement thereto. If reasonably requested by the Sellers’ Representative and at the expense of the Selling Shareholders, Parent and Purchaser shall take any reasonable action permitted by applicable Legal Requirements for the Acquired Companies to promptly claim such Tax refunds (including filing amended Tax Returns carrying back losses or credits), and no election to waive a carryback of losses with respect to a taxable period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund Date shall be made by Parent or credit of Taxes Purchaser or with respect to Acquired Companies. Notwithstanding the Straddle Period shall be apportioned between foregoing, the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit aggregate amount of the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date(including interest and other payments made with respect thereto) shall in no event exceed three million dollars (US$3,000,000).

Tax Refunds. Any cash The Company Equityholders shall be entitled to any Tax refunds or credits that are actually received (orby Holdings, in Parent, the case Surviving Corporation, or any of a Straddle Period, that would have been received if their Affiliates attributable to Taxes paid by the Straddle Period ended on Company prior to the Closing Date) by Buyer or any of its Affiliates (, including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate with respect to any Pre-Closing Tax Period (estimated Taxes paid by the Company prior to Closing. Holdings and Parent shall pay or the portion of any Straddle Period ending on the Closing Date) except cause to the extent that be paid over to (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing StatementPayment Administrator, or (ii) such refund or credit is attributable for further payment to the carryback Company Shareholders, each Company Shareholder’s Fully-Diluted Pro Rata Share of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit less the amount of the employer portion of any Taxes payable on account of the payments to the Company Optionholders pursuant to subsection (ii) of this sentence; and (ii) the Surviving Corporation, the balance of such credit or refund for payment to the Company Optionholders (and payment of Taxes with respect thereto), in each case within five (5) 30 days after actual receipt of such refund (or actually receiving credit with respect thereto (or, in lieu of such refund) or actual realization of such credit against Taxes. Following the case Surviving Corporation’s receipt of any deemed such refund or credit for a Straddle Periodcredit, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer Surviving Corporation shall file (pay or cause to be filedpaid through its payroll system to each Company Optionholder that has timely returned a Stock Option Cancellation Agreement to the Company pursuant to Section 2.10(b)(v), (A) all that Company Optionholder’s Fully-Diluted Pro Rata Share of the refund or credit, less (B) that portion of the refund or credit otherwise payable to such Company Optionholder that is required to be withheld from such Company Optionholder under applicable Tax Returns (including amended withholding laws. Neither Holdings nor Parent shall request a credit in lieu of a refund with respect to any Pre-Closing Tax Returns) Periods. Further, notwithstanding anything herein to the contrary, none of Holdings, Parent or other documents claiming the Surviving Corporation shall have any refunds, including through obligation to carry back any items that arise in any post-Closing period and the Company Equityholders shall have no right to refunds resulting from the carryback of any net operating deductions or losses that are attributable to a in periods after Closing. All costs of requesting Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes refunds with respect to the Straddle Period shall be apportioned between the any Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b)shall be paid by the Equityholder Representative from the Equityholder Representative Reserve (to the extent of funds available) and then paid by the Key Shareholders to the extent that the Equityholder Representative Reserve is not sufficient to cover such costs. Other than In no event shall any Tax refund refunds be payable under this Section 10.3 with respect to any amounts that were taken into account as assets or credit receivables in the benefit calculation of which is payable to Seller Estimated Net Working Capital and Net Working Capital pursuant to this Section 7.5(dSections 2.8(a) and 2.8(b), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually refund of Taxes (or credits in lieu thereof) received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for Companies or Transferred Subsidiaries of Taxes paid by the avoidance of doubt, Companies or the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate Transferred Subsidiaries with respect to any Pre-Closing Tax Period taxable period (or the portion of any Straddle Period ending on the Closing Datethereof) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any including any refund or credit of attributable to estimated Income Taxes paid with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other such periods (other than any Tax refund or credit attributable to any loss in a taxable period (or portion thereof) beginning after the benefit Closing Date applied (e.g., as a carryback) to income in a taxable period (or portion thereof) ending on or before the Closing Date) shall be delivered to the Sellers, net of which is payable any Taxes (including withholding Taxes) and reasonable out of pocket expenses of Buyer, the Companies or the Transferred Subsidiaries attributable to Seller pursuant such refund or credit promptly after receipt of such refund from the applicable Taxing Authority (or, in the case of such a credit, after the filing of the Tax Return claiming such credit). Buyer shall, and after the Closing shall use its reasonably commercial efforts to this Section 7.5(d), Buyer cause its Affiliates (including the Companies and the Acquired Companies shall receive the benefits of all Tax Transferred Subsidiaries) to, use its and their reasonably commercial efforts to obtain any such refunds or credits. Notwithstanding the foregoing, Sellers shall not be entitled to any such refund of non-Income Taxes (or credits received by in lieu thereof) unless and to the Acquired Companies after extent such refund (or credit) was properly requested or claimed on a Tax Return timely filed on or before the first anniversary date of the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following interest paid in cash thereon) of Taxes of the Closing, Company for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 of the Company (excluding any refunds or interest arising as a result of a carryback from any taxable period (or the portion of any Straddle Period ending on thereof) beginning after the Closing Date) except that are actually received by the Company prior to the extent that second (i2nd) such refund or credit was reflected as a current asset in the determination anniversary of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall Date will be for the account benefit of Seller, and Buyer shall pay over will wire (or cause to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or be wired) the amount of any such credit refund as directed by Seller within five ten (510) days after of actual receipt of such cash; provided that Buyer shall not be required to pay over to Seller any such refund if and to the extent that such amount was taken into account in calculating Indebtedness or actually receiving credit with respect thereto (or, Closing Working Capital in the case Final Closing Statement. Such payments to Seller under this Section 6.02(h) shall be net of (i) any reasonable out-of-pocket costs associated in obtaining such refund, (ii) any Taxes actually borne by Buyer, the Company, or any of their respective affiliates or direct or indirect equityholders as a result of the receipt and payment of such refund (such as federal Taxes on state Tax refunds), and (iii) any Tax withheld and paid to the applicable Governmental Authority on such payment. At the reasonable request of Seller and, at Seller’s sole cost and expense, the Company shall promptly file for and obtain any refunds to which Xxxxxx is entitled hereunder. If there is a subsequent reduction by the applicable Taxing Authority (or by virtue of a change in applicable Tax Law) of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes amounts with respect to the Straddle Period which a payment has been made to Seller, then Seller shall be apportioned between the Pre-Closing promptly pay to Buyer an amount equal to such reduction plus any interest and post-Closing Tax Periods in accordance penalties imposed by a taxing authority with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable respect to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datesuch reduction.

Tax Refunds. Any cash Tax refunds that are actually of Taxes, including any interest received (orfrom a Governmental Authority thereon and net of any Taxes imposed thereon or reasonable expenses incurred with respect thereto, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate attributable to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, Company shall be for the account of Sellerthe Equityholders, and Buyer shall pay over except to Seller, as additional purchase price for the Purchased Equity Interests, any extent such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax attribute arising in a taxable period ending on (or before portion thereof) beginning after the Closing DateDate or was taken into account as a Current Asset in the determination of Final Working Capital. Promptly upon the Company’s (or any of its Affiliates’) receipt of any such refund, Parent shall pay over, by wire transfer of immediately available funds, any such refund, including any interest received by an applicable Governmental Authority thereon and net of any Taxes imposed thereon or reasonable expenses incurred with respect thereto, to the Paying Agent (for the benefit of the Stockholders) and the Company (for the benefit of the Optionholders), in each case, to be distributed in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall. All such amounts for which Seller is entitled pursuant a refund could be claimed shall be claimed as a cash refund rather than as a credit against future Tax liabilities. Upon the Equityholders’ Representative’s request and at the Equityholders’ expense, Parent shall take any reasonable action necessary for the Company to promptly claim refunds attributable to any Pre-Closing Tax Period and cause the Company to claim refunds attributable to any Pre-Closing Tax Period within the statutorily required time period. Notwithstanding anything in this Agreement to the immediately preceding sentence. Any contrary, in the event that any such refund or credit of Taxes with respect is subsequently determined by any Governmental Authority to be less than the amount paid to the Straddle Period Equityholders, the Equityholders shall promptly return any such disallowed amounts (plus any interest in respect of such disallowed refund owed to a Governmental Authority) to Parent. All Transaction Tax Deductions shall be apportioned between considered to arise in the Pre-Closing Tax Period to the extent permitted by applicable Tax law. All items of loss, deduction and postcredit of the Company attributable to a Pre-Closing Tax Periods in accordance with Section 7.5(b). Other than any Period shall be used for income Tax refund or credit purposes first to offset items of income and gain attributable to such Pre-Closing Tax Period and thereafter shall be carried back to the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all extent permitted by applicable Tax refunds or credits received by the Acquired Companies after the Closing Datelaw.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate with respect to any Pre-Closing Tax Period (that are received by Parent, the Company or the portion any of any Straddle Period ending on its Subsidiaries after the Closing DateDate (any such refund, a “Pre-Closing Tax Refund”) except to the extent that are (i) such refund or credit was reflected as a current asset in the determination attributable to an overpayment of estimated Taxes claimed upon an income Tax Return of the Net Working Capital on Company or its Subsidiaries filed after the Final Closing Statement, Date or (ii) such refund or credit is attributable to the carryback described in Item 2 of a Tax attribute Section (including a net operating loss, net capital loss, foreign tax credit or research and development creditb) arising in a period other than a Pre-Closing Tax Period, on Schedule 4.08 hereto shall be for the account of Sellerthe Stockholders and Optionholders, provided, however, that the Stockholders and Buyer Optionholders shall pay over not be entitled to Sellera Pre-Closing Tax Refund that is attributable to a Transaction Tax Deduction and, as additional purchase price for the Purchased Equity Interestsprovided further, that any such refund or Pre-Closing Tax Refunds shall be reduced by the amount of any such credit within five (5) days after actual receipt or actually receiving credit Taxes payable with respect thereto (orto any Pre-Closing Tax Returns except to the extent that any such Taxes payable were taken into account as accrued income Taxes as finally determined. Parent shall pay over, in as directed by the case Representative for the benefit of the Stockholders and Optionholders, any deemed refund or credit for a Straddle Period, such Pre-Closing Tax Refund within five (5) 20 days after the filing of the final originally filed income Tax Return for such Straddle of the Company or its Subsidiaries with respect to a Pre-Closing Tax Period that is due filed after the Closing Date. Parent shall cooperate with the Representative in obtaining Pre-Closing Tax Refunds to be filedwhich the Stockholders and Optionholders are entitled under this Section 10.01(b). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback filing of amended Tax Returns or refund claims, it being understood that any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the such Pre-Closing and post-Closing Tax Periods Refunds will be claimed in accordance with Section 7.5(b). Other cash rather than any as a credit against future Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateliabilities.

Tax Refunds. Any cash Tax refunds that are actually received The Seller shall be entitled to any refund (or, or credit in the case lieu thereof) of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate attributable to any Pre-Closing Tax Period (or utilized, in the portion case of a credit) (including any Straddle Period ending on the Closing Dateinterest paid thereon) (a “Tax Refund”), except to the extent that (i) such refund or credit was reflected as a current asset taken into account in the determination calculation of the Net Working Capital on Closing Date Payment or the Final Closing Statement, or (ii) such refund or credit Adjustment Amount and to the extent any Tax Refund is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit any item of loss or research and development credit) arising deduction generated in a period other than a PrePost-Closing Tax Period. Within 20 Business Days after receipt by the Buyer, shall be for the account Company or any Affiliate thereof, of Sellerany Tax Refund to which the Seller is entitled, and the Buyer shall deliver and pay over to the Seller, by wire transfer of immediately available funds, such Tax 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 additional purchase price may be necessary for the Purchased Equity Interests, such Persons to perfect their rights in and obtain all Tax Refunds for which any such refund or Person is eligible and to which the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in Seller is entitled. In the case of any deemed refund or credit for a Straddle Period, within five (5) days after the amount of Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, Refunds to which the Seller is entitled pursuant to shall be determined in the immediately preceding sentencesame manner as if the relevant Tax period ended on the date hereof. Any refund or credit of Taxes In the event that any item with respect to which an amount was paid to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d)6.9(a) is subsequently reduced as 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 and the Acquired Companies shall receive amount of such reduction within 20 days of the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateBuyer’s written demand therefor.

Tax Refunds. Any cash Tax refunds that are actually received (oror credits in lieu of refunds of Taxes paid by the Foreign Subsidiaries, in or with respect to the case of a Straddle PeriodPurchased Assets, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable with respect 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 (or Taxable Periods, including the portion of any Straddle Period ending on the Closing Date) except , (including any interest in respect thereof, but excluding any refunds or credits to the extent treated as Current Assets in Closing Working Capital) that (i) are received by the Buyers, or any Foreign Subsidiaries, but excluding any such refund or credit was reflected that arises as the result of a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a loss or other Tax attribute (including benefit from a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PrePost-Closing Taxable Period (a “Tax Period, Refund”) shall be for property of the account of Seller, and Buyer Seller Parties. The Buyers shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5i) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle PeriodTax Refund, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (pay or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant paid to the immediately preceding sentence. Any refund appropriate Seller Party any such Tax Refund within fifteen (15) days after receipt or entitlement thereto, and (ii) in the case of a credit of Taxes with respect Taxes, pay or cause to be paid to the Straddle Period appropriate Seller Party the amount of such credit within 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 permitted by applicable Law, the Buyers shall be apportioned between the not, and shall cause their Affiliates not to, carry back to any Pre-Closing and postTaxable Period of a Foreign Subsidiary any operating losses, net operating losses, capital losses, tax credits or similar items arising in, resulting from or generated in a Post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateTaxable Period.

Tax Refunds. Any cash Tax refunds that are actually (including any interest relating thereto) received (orby Buyer, in its Affiliates, successors or permitted assigns relating solely to the case of a Systems or Acquired Assets and to taxable periods ending before each applicable Closing Date, and with respect to any Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any the Straddle Period ending on the day immediately preceding the applicable Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such refund or the amount of any such credit within five (5) business days after actual of receipt thereof. Buyer shall cooperate with Seller, provide relevant information to Seller and execute any applicable documents prepared by Seller (and shall cause its Affiliates, successors or actually receiving credit permitted assigns to cooperate similarly) to enable Seller to file for and obtain any Tax refunds with respect thereto (orto taxable periods ending on or before each applicable Closing Date, in the case of and with respect to any deemed refund or credit for a Straddle Period, the portion of the Straddle Period ending on the day immediately preceding the applicable Closing Date. Any Tax refunds (including any interest relating thereto) received by Seller, its Affiliates, successors or permitted assigns relating solely to the Systems or Acquired Assets and to taxable periods ending after each applicable Closing Date, and with respect to any Straddle Period, the portion of the Straddle Period beginning on the applicable Closing Date, shall be for the account of Buyer, and Seller shall pay over to Buyer any such refund within five (5) business days of receipt thereof. Seller shall cooperate with Buyer, provide relevant information to Buyer and execute any applicable documents prepared by Buyer (and shall cause its Affiliates, successors or permitted assigns to cooperate similarly) to enable Buyer to file for and obtain any Tax refunds with respect to taxable periods ending after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the applicable Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes and with respect to any Straddle Period, the portion of the Straddle Period shall be apportioned between beginning on the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the applicable Closing Date.

Tax Refunds. Any cash Seller shall have the right to pursue and shall be entitled to retain, or to receive prompt payment from Purchaser, Company, the Company Subsidiaries and their Affiliates, to the extent secured by any of them, any overpayment, refund or credit of Taxes (including, without limitation, refunds and credits arising by reason of Tax refunds that are actually received Returns as originally filed or amended Tax Returns) relating to the Company and the Company Subsidiaries for Pre-Closing Tax Periods (orand, in the case of a any Straddle Period, that would have been received if the Purchaser shall pursue any such overpayment, refund or credit of Taxes pertaining to such Straddle Period ended on as reasonably requested by Seller and Seller shall have the Closing Date) by Buyer right to retain or any receive prompt payment of its Affiliates (includingthat portion of the overpayment, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable refund or credit relating 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 (or the portion of any the Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Dateoverpayment, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes paid with respect to any such period, only to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing extent that any such Tax Periods in accordance with Section 7.5(b). Other than any Tax overpayment, refund or credit has not been included as an asset (or reduction of a liability) on the benefit Company Closing Balance Sheet or in the computation of statutory surplus reflected in the UNICARE Closing Balance Sheet. Prior to formally asserting any such claim, Seller shall give Purchaser notice of its intent to pursue such claim in the event there is a reasonable likelihood that such claim could have an adverse effect on Purchaser, the Company or the Company Subsidiaries. Purchaser (or the Company and the Company Subsidiaries) shall have the right to pursue and shall be entitled to retain, or to receive prompt payment from Seller to the extent secured by it, any overpayment, refund or credit of Taxes relating to the Company or either Company Subsidiary to which Seller is payable not entitled pursuant to the preceding sentence. If Purchaser or its Affiliates or Seller or its Affiliates receives a Tax refund to which the other party is entitled pursuant to this Section 7.5(d)Agreement, Buyer and such party, as the Acquired Companies case may be, shall receive pay or cause the benefits recipient to pay the amount of all Tax refunds or credits such refund (including any interest received by the Acquired Companies thereon) to such other party within ten (10) days after the Closing Datereceipt thereof.

Tax Refunds. Any cash Tax Subject to the provisions of this Section 13(c), all refunds that are actually received (or, in the case of Taxes of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Company or any Subsidiary of its Affiliates (including, following the Closing, a Company for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 or for the portion of a Straddle Period ending before the Closing Date (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 Seller. To the extent that Purchaser, a Company, or any Subsidiary of a Company receives a refund that is for the benefit of Seller, Purchaser will pay to Seller the amount of any such refund (without interest other than interest received from the Governmental Authority), net of (i) any Taxes (including any Taxes that would be imposed on a distribution of any portion of such refund to Purchaser); and (ii) any reasonable out-of-pocket expenses that Purchaser, a Company, any Subsidiary of a Company or any of their Affiliates incur (or has or will incur) with respect to such refund (and related interest). The net amount due to Seller shall be payable ten (10) days after receipt of the refund from the applicable Governmental Authority (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 13(c) shall require that Purchaser make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Purchaser, the Company, and any Subsidiaries of the Company) that is with respect to (A) any refund of Tax that is the result of the carrying back of any Tax attribute or Tax credit incurred in a Post-Closing Tax Period (or portion of any Straddle Period ending on beginning after the Proration Time); (B) any refund of Tax paid after the Closing Date) except Date to the extent that Seller have not indemnified Purchaser, the Company, or the applicable Subsidiary of the Company for such Taxes; (iC) such any refund or credit was for any Tax to the extent previously reflected as a current asset in positive adjustment to the determination of the Net Working Capital Purchase Price on the Final Closing Statement, Settlement or otherwise; or (iiD) such any refund for Tax that gives rise to a payment obligation by the Company or credit is attributable any Subsidiary of the Company to the carryback any Person under applicable Law or pursuant to a provision of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit contract or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file agreement entered (or cause to be filedassumed) all Tax Returns by the Company (including amended Tax Returnsor any Subsidiary of the Company) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, prior to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax The Indemnitors shall be entitled to receive from Parent or Surviving Corporation all refunds that are actually received (oror credits for overpayments) of Taxes, in the case of a Straddle Periodincluding any interest thereon, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable attributable 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 Periods. Promptly upon receipt of any such Tax refund (or credits for overpayment), and in no event later than five (5) Business Days after receipt by Parent or Surviving Corporation, Parent will, and will cause the portion Surviving Corporation to, deliver and pay over, by wire transfer of immediately available funds, such Tax refunds (or credits for overpayments), net of the amount of any Straddle Period ending on Taxes or reasonable out-of-pocket expenses incurred by Parent or the Surviving Corporation in obtaining such refund (or credits for overpayments). Nothing in this Section 8.9(f) shall require that Parent Indemnified Party make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of the Parent and the Surviving Corporation) that is with respect to (A) any 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 taxable period (or portion thereof) beginning after the Closing Date; (B) except any refund of an Indemnified Tax paid after the Closing Date to the extent the Securityholders have not indemnified such Parent Indemnified Party or the Company for such Taxes; (C) any refund for Tax that (i) such refund or credit was is reflected as a current asset (or offset to a current liability) in the determination calculation of the Net Working Capital on or included in the Final Closing Statementcalculation of Indebtedness, in each case, as finally determined; or (iiD) such any refund for Tax that gives rise to a payment obligation by the Company to any Person under applicable law or credit is attributable pursuant to the carryback a provision of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file contract entered (or cause to be filedassumed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through by the carryback of any net operating losses that are attributable to a Tax period ending Company on or before the Closing Date, prior to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received refund or credit of Taxes of the Company Entities (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Dateincluding interest thereon) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate paid with respect to any Pre-Closing Pre‑Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a “Pre‑Closing Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax PeriodRefund”), shall be for the account of Sellerthe Company Securityholders, except to the extent that (a) such refund arises as the result of a carryback of a loss or credit incurred by a Company Entity in a Post‑Closing Tax Period or (b) such refund is included as an asset in the calculation of the Final Net Working Capital. Pre‑Closing Tax Refunds shall be paid over to the Securityholder Representative (on behalf of the Company Securityholders), net of any reasonable, out‑of‑pocket costs and expenses to Parent and its Affiliates (including the Company Entities) attributable to the obtaining and receipt of such Pre‑Closing Tax Refunds. Parent shall pay, or cause to be paid, to the Securityholder Representative (on behalf of the Company Securityholders) any amount to which the Company Securityholders are entitled pursuant to the foregoing sentence within fifteen (15) Business Days of the receipt of the applicable Pre‑Closing Tax Refund by Parent, the Company Entities or any of their respective Affiliates. To the extent any Pre‑Closing Tax Refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, the Company shall promptly return an amount equal to the increase in the actual cash‑tax liabilities of Parent, the Company Entities or any of their respective Affiliates, as the case may be, arising from such disallowance (plus any interest in respect of such amounts owed to the applicable Governmental Authority) to Parent. At the request and expense of the Securityholder Representative, Parent shall, and Buyer shall pay over cause its Affiliates to, cooperate in obtaining any Pre‑Closing Tax Refund that the Securityholder Representative reasonably believes should be available, including through Filing amended Tax Returns with the applicable Governmental Authorities. For purposes of this Section 6.4, where it is necessary to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed apportion a refund or credit between the Company Securityholders and Parent for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s requestrefund, Buyer shall file (credit or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period similar benefit shall be apportioned between Company Securityholders and Parent as provided in Section 6.1(ii). The 52 Securityholder Representative shall distribute any such refund, credits or similar benefits to the Pre-Closing and post-Closing Tax Periods Company Securityholders in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datetheir Pro Rata Shares.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on After the Closing Date, except to the extent (A) specifically included as a Tax asset in Final Closing Statement as finally determined pursuant to Section 2.3(c) of this Agreement, or (B) attributable to the carryback of any loss from a Tax Period beginning on the day after the Closing Date or with respect to the portion of any Straddle Period beginning on the day after the Closing Date (determined under the principles of Section 10.1(d)), the Seller shall be entitled to all Tax refunds (and overpayment of Taxes for a Pre-Closing Tax Period used to reduce any Tax liability for a Tax period beginning after the Closing Date (an “Overpayment Credit”)) received or utilized by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubtAffiliates, the Acquired Companies)Company, and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, Subsidiaries for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period to the extent attributable to (x) Taxes paid by or on behalf the portion of any Straddle Period ending Company or its Subsidiaries on or prior to the Closing Date, (y) except to Taxes indemnified by the extent that Seller hereunder (iin each case, as finally determined hereunder), or (z) such refund or credit was reflected as a current asset Taxes included in the determination of the Net Working Capital on the Final Closing Statement, as finally determined pursuant to Section 2.3(c)). Buyer will pay to the Seller any such Tax refund (or an Overpayment Credit) promptly (iibut in all cases within five business days) after actual receipt of such Tax refund or credit is utilization of an Overpayment Credit; provided that, any such payments to the Seller shall be reduced by any Taxes and reasonable third party costs and expenses attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (ordelivery of such Tax refund. Buyer shall, in if the case of any deemed refund or credit for a Straddle Period, within five (5) days after Seller so requests and at the Tax Return for such Straddle Period is due to be filed). Upon Seller’s requestexpense, Buyer shall file (or cause to be filed) all Tax Returns (including any amended Tax Returns) Return or other documents claiming claim for any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on refunds or before the Closing Date, equivalent amounts to which the Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datehereunder.

Tax Refunds. Any cash 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 (or, in by the case of a Straddle Period, that would have been received if Company or the Straddle Period ended on Company Subsidiaries after the Closing DateDate (within 10 days of the actual receipt of such refund) by Buyer or any of its Affiliates for (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companiesi) become entitled, that relate to any a Pre-Closing Period and (ii) a portion of all Tax Period (Refunds paid by the Company or the portion of Company Subsidiaries for any Straddle Period ending on (such portion to be allocated consistent with the Closing Dateprinciples 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 that such Tax Refund in (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or and (ii) are reflected on the Closing Working Capital Statement (in which case, such refund or credit is attributable 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 to any Tax Refund with respect to the Company or the Company Subsidiaries which relates to a carryback of a Tax attribute (including a net operating loss, losses and net capital losslosses) generated in any Taxable period beginning after the Closing Date. For this purpose, foreign tax credit a «Tax Refund« shall mean any refund, rebate, abatement, reduction or research and development other recovery (whether directly or indirectly through a right of setoff or credit) arising in a period other than a of Taxes (including payments of estimated Taxes) of the Company, the Subsidiaries and their Affiliates and any interest received thereon with respect to any Pre-Closing Tax Period, shall be for the account of Seller, Periods and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than Portion of any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateStraddle Period.

Tax Refunds. Any cash Tax refunds that are actually 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 or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 the portion of any Straddle Period ending on the Closing Date) except otherwise realized prior to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing StatementTax Claim Expiration Time, or (iiy) prior to the Tax Claim Expiration Time, the Sellers Representative makes a written request to Buyer with reasonable specificity regarding the basis for such Tax refund or Tax credit is attributable to the carryback of a Tax attribute (including a net operating lossclaim, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Periodeach case, shall be for the account of Sellerthe Selling Securityholders, and Buyer shall pay over to Seller, the Selling Securityholders’ account as additional purchase price for the Purchased Equity Interestsconsideration payable under this Agreement, any such refund or the amount of any such credit (the amount of such refund or credit, the “Tax Refund Amount”) within five fifteen (515) days after actual receipt or actually receiving credit 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 respect thereto standard payroll practices net of applicable Tax withholding and deductions); provided, that (orI) 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, in the case 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 deemed Taxes actually incurred by Buyer or any of its Affiliates (including the Acquired Companies) to obtain such refund or credit for a Straddle Periodand any reasonable out-of-pocket expenses that Buyer, within five the Acquired Companies or any of their Affiliates actually incur (5or has incurred or will incur) days after to obtain such refund or credit. At the Tax Return for such Straddle Period is due to be filed). Upon SellerSellers Representative’s written request, Buyer shall file (timely and properly prepare, or cause to be prepared, and file, or cause to be filed) all Tax Returns (including , any claim for refund, amended Tax Returns) Return, or other documents claiming Tax Return required to obtain any refunds, including through the carryback of available Tax refunds from any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DatePeriod.

Tax Refunds. Any cash The NewCo Seller will be entitled to any Tax refunds or credits of overpayments of Tax that are actually received (orby Buyer, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Company or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, Subsidiaries that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax taxable period ending on or before the Closing Date, to which Seller the extent that any such Tax refunds or credits of overpayments of Tax were not taken into account in the calculation of Closing Net Working Capital, in each case, net of any Taxes or reasonable out-of-pocket costs attributable to obtaining such Tax refunds or credits of overpayments of Tax. Notwithstanding this Section 7.07(e), if, after the Closing, Buyer, the Company, any of its Subsidiaries or any of their Affiliates is entitled pursuant required to the immediately preceding sentence. Any refund or credit of Taxes pay any Tax liabilities imposed with respect to the Straddle Period shall be apportioned between the any Pre-Closing Tax Period of the Company and post-Closing its Subsidiaries that were not included in the calculation of the Final Purchase Price (“Excess Tax Periods in accordance with Section 7.5(bLiabilities”). Other than , the aggregate amount of any Tax refund refunds or credit credits of overpayments of Tax required to be paid to the benefit of which is payable to NewCo Seller pursuant to this Section 7.5(d)7.07(e) will be reduced by the amount of such Excess Tax Liabilities. Buyer, Buyer the Company, and the Acquired Companies each of its Subsidiaries shall receive the benefits of all reasonably cooperate with Seller Representative to make any filings and elections necessary to secure such Tax refunds or credits received of overpayments of Tax of which it is aware, or reasonably promptly following notice by Seller Representative of the Acquired Companies availability thereof, and Buyer shall cause the Company or the applicable Subsidiary to pay to NewCo Seller any such Tax refunds or credits of overpayments of Tax within five days after the Closing Dateactual receipt or utilization of such Tax refunds or credits of overpayments of Tax. If, after any payment is made to the NewCo Seller pursuant to this Section 7.07(e), any Tax Authority disallows any Tax refunds or credits of overpayments of Tax paid to the NewCo Seller, NewCo Seller shall repay to Buyer such disallowed amount within fifteen (15) days of Buyer’s request therefor.

Tax Refunds. Any cash Except to the extent a Tax Refund arises as a result of a carryback of a loss or other Tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, the Stakeholders will be entitled (as Merger Consideration) to any (1) U.S. federal income and any state income Tax refunds that are received by Parent, the Surviving Corporation or any of its Subsidiaries, or any of their Affiliates, and any amounts credited against U.S. federal income and state income Tax to which Parent, the Surviving Corporation or any of its Subsidiaries, or any of their Affiliates, become entitled, in each case, that relate to, or that result from a carryback to another Pre-Closing Tax Period of any U.S. federal income and state income Tax attribute (including without limitation any net operating loss) from, (x) the 2015 Tax year and/or (y) (A) if the Closing Date is in 2016, the portion of the 2016 Tax year ending on the Closing Date, or (B) if the Closing Date is in 2017, the 2016 Tax year and the portion of the 2017 Tax year ending on the Closing Date, in each case together with any interest received thereon, and (2) any excess of estimated U.S. federal income and state income Taxes paid prior to Closing by the Company or any of its Subsidiaries over U.S. federal income and state income Taxes actually due with respect to the applicable Pre-Closing Tax Periods of the Company and its Subsidiaries, together with interest received thereon (in the case of (1) and (2) above, each a “Tax Refund”); provided, however, the amount of any Tax Refunds payable to the Stakeholders shall be determined net of any reasonable costs incurred by Parent, the Surviving Corporation or any Subsidiary or Affiliate in connection with obtaining such Tax Refund, including without limitation any Tax. For purposes of this Section 10.01(b)(i), a Tax Refund arising as a result of a carryback of a loss or other Tax attribute from a Straddle Period will be treated as first attributable to a carryback from the pre-Closing portion of such Straddle Period to the full extent of any carryback that would have been available to be carried back had the Tax year ended on the Closing Date. If a Tax Refund relates to a Straddle Period, it shall be apportioned between the Stakeholders, on the one hand, and the Parent, on the other hand, in the same manner as the allocation provided in Section 10.01(g). Parent will pay to the Exchange Agent as Merger Consideration for distribution to the Stockholders and to the Surviving Corporation as Option Consideration Cash for distribution to the Optionholders (net of the amount, if any, required to be withheld under applicable Tax law with respect to such payment) on a pro rata basis consistent with Section 2.11 any such Tax Refund, the amount of any such credit or the amount of such excess, within 30 days of actual receipt of such Tax Refund, or, in the case of a Straddle Period, an overpayment of estimated Taxes that would have been is not received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in Tax Refund, at the determination earlier of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback time a payment of a Tax attribute subsequent Taxes (including a net operating loss, net capital loss, foreign tax credit without limitation estimated Taxes) is reduced by reason of such overpayment or research and development credit) arising at the time of filing any Tax Return on which such overpayment results in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the lower amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes payable with respect to the Straddle Period shall relevant period (by reason of having previously overpaid estimated Taxes) than would otherwise have been payable for such period. For purposes of this Agreement, a Tax Refund will be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable considered to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits be actually received by the Acquired Companies after the Closing Dateany Person when it is received in cash as a Tax Refund, or when it is credited against Tax.

Tax Refunds. Any cash The Sellers will be entitled to all refunds, credits for overpayment of Taxes or reductions of Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, TangenX for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 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 Purchaser or TangenX will promptly pay the amount of such refund (including interest received from a taxing authority thereon), credit or the portion of any Straddle Period ending on the Closing Date) except reduction in Tax to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating lossSellers, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt Taxes and out-of-pocket expenses that the Purchaser, TangenX or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes Affiliate thereof incur with respect to such refund, credit or reduction in Taxes. In the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than event that any Tax refund or credit is subsequently determined by any taxing authority to be less than the benefit amount paid by the Purchaser, TangenX or any of which is payable their Affiliates to Seller the Sellers pursuant to this Section 7.5(d5.3(e), Buyer the Seller 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, 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 Acquired Companies shall receive benefit of the benefits Purchaser) that is with respect to (i) any refund that is the result of all the carrying back of any net operating loss or other Tax refunds attribute or credits received by the Acquired Companies Tax credit incurred in a taxable period (or portion thereof) beginning after the Closing Date, (ii) any refund resulting from the payment of Taxes made on or after the Closing Date 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 Person under Applicable Law or pursuant to a provision of a Contract or other agreement entered (or assumed) by TangenX on or prior to the Closing Date.

Tax Refunds. Any cash Tax The Seller Share of the amount of any refunds that are actually received (or, in of Taxes of the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of Company and its Affiliates (including, following the Closing, Subsidiaries for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 Effective Time Period (or received by Purchaser, the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing StatementCompany, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, its Subsidiaries shall be for the account of Seller, and Buyer shall pay over except to Seller, as additional purchase price for the Purchased Equity Interests, extent any such refund or the amount of any such credit within five (5a) days after actual receipt or actually receiving credit with respect thereto (or, was included as a Working Capital Asset in the case final determination of any deemed refund or credit for a Straddle PeriodEffective Time Working Capital, within five (5b) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through results from the carryback of any net operating losses 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 attributable 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 a Section 12.2(b)(iii). The amount of any refunds of Taxes of the Company and its Subsidiaries for any Tax period ending on 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 the principles set forth in Section 10.3, except that no such refund 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, or before other Tax attribute from any Tax period (or portion thereof) beginning after the Closing Date, to which or (iii) is of Seller is entitled 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 the immediately preceding sentenceSection 12.2(b)(iii). Any refund or credit of Taxes with respect Each party shall forward, and shall cause its Affiliates to forward, to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing party entitled to receive a refund of Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d)10.6 the amount of such refund within thirty (30) days after such refund is received, Buyer and the Acquired Companies shall receive the benefits net of all Tax refunds any reasonable third-party costs or credits received expenses incurred by the Acquired Companies after the Closing Datesuch party or its Affiliates in procuring such refund.

Tax Refunds. Any cash Tax refunds that are actually received (or, To the extent not included as an asset in the case computation of Final Net Working Capital and not attributable to the application of any loss, deduction or credit attributable to any Tax period or portion of a Straddle Period, that would have been received if the Straddle Period ended on (determined in accordance with Section 10.3(a)) commencing after the Closing Date) by Buyer or , any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or Tax credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit any interest paid or research and development creditcredited with respect thereto) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period or portion of a Straddle Period (determined in accordance with Section 10.3(a)) ending on or before the Closing DateDate shall be the property of the Sellers, and if actually received by the Purchaser or a Company Party shall be paid over to which Seller is entitled pursuant to the immediately preceding sentence. Any Representative, less any reasonable costs or expenses incurred in connection with obtaining and receiving such refund or credit of and any Taxes imposed with respect to the Straddle Period shall receipt of such refund or 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 other steps as may be apportioned between necessary for obtaining any refund or claiming any tax credits to which the Pre-Closing and post-Closing Tax Periods in accordance with Sellers are entitled under this Section 7.5(b10.3(f). Other than 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 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 benefit Closing Date even if such Tax refund or Tax credit is attributable to net operating losses, credits or other Tax attributes of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds a Company Party existing or credits received by the Acquired Companies after 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-three Thousand Three Hundred Dollars ($1,173,300) for 2011 and Two Hundred Sixty-three 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, subject to the limitations set forth in this Section 10.3(f), Sellers are entitled to such refunds promptly following their receipt by Purchaser or any Company Party.

Tax Refunds. Any cash Tax refunds that are actually received (or, in by the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)Company, and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become Company becomes entitled, that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period thereof) ending on or before the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Sellerthe Sellers, and Buyer the Company shall pay over to the Sellers (with 50% payable to each Seller, as additional purchase price for the Purchased Equity Interests, ) any such refund or the amount of any such credit within five (5) days Business Days after actual receipt thereof or actually receiving credit with respect entitlement thereto (orby wire transfer of immediately available funds to the banks and accounts designated by each of the Sellers, in the case net of any deemed reasonable costs, increased Taxes or required Tax withholdings attributable to obtaining such refunds or credits of Taxes. In addition, to the extent that a claim for refund or a Proceeding results in a payment or credit against Tax by any Taxing Authority to the Company of any amount that had been taken into account as a liability for a Straddle PeriodTaxes on the Closing Balance Sheet, the Company shall pay such amount to the Sellers (with 50% payable to each Seller) within five (5) days Business Days after receipt or entitlement thereto by wire transfer of immediately available funds to the banks and accounts designated by each of the Sellers, net of any reasonable costs, increased Taxes or required Tax Return for withholdings attributable to obtaining such Straddle Period is due refunds or credits of Taxes. To the extent such refunds or credits of Taxes are subsequently disallowed or required to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant returned to the immediately preceding sentence. Any applicable Taxing Authority, each Seller agrees to promptly repay the amount of such refund or credit of Taxes for overpayment that it previously received from the Buyer, together with respect any interest, penalties or other additional amounts imposed by such Taxing Authority, to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateBuyer.

Tax Refunds. Any cash Tax The Securityholders shall be entitled to any refunds that are of income Taxes actually received by the Company and its Subsidiaries attributable to any Pre-Closing Tax Period that ends on December 31, 2019 or the Closing Date (or, in the case of a Straddle Period, as determined pursuant to Section 6.05) (treating as actually received any such Tax refunds 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 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 asset included in the calculation of Closing Working Capital or to the carryback of a net operating loss or other Tax attribute from a Post-Closing Tax Period, (iii) any employer Taxes incurred by the Company or its Subsidiaries in connection with payments pursuant to Section 2.11, except to the 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 the provisions in Article VIII at the time such Tax 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 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 amount of any Tax Refund, solely for purposes of this Section 6.03, the amount of such Tax Refund shall be reduced to the extent necessary to ensure that such Tax Refund does not exceed the amount that would have been received if the Straddle Period ended had such Tax Refund been determined based on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except Parent Stock Signing Price. Parent shall pay to the extent that Company Representative (ifor distribution to each Securityholder on Pro Rata Share basis) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or consideration the amount of any such credit Tax Refund within five fifteen (515) days after actual of receipt thereof or actually receiving credit with respect thereto (or, in entitlement thereto. Parent shall use commercially reasonable efforts to cause the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Company to make all filings and take all actions necessary to secure such Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateRefunds as promptly as possible.

Tax Refunds. Any All refunds of Taxes of the Company (i) paid prior to the Closing, (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 (iv) indemnified pursuant to 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 refunds Adjustment or Net Working Capital (as finally determined) pursuant to Section 6.9(c)(i)(F), shall (along with any interest received with respect to such refund from the applicable Governmental Entity) be the property of Sellers. To the extent that are actually received 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 case form of a Straddle Periodcredit or offset, that would have been received if within ten (10) days after the Straddle Period ended on due date of the Closing DateTax Return claiming such credit or offset). If Buyer is required to repay any 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 or any of shall, and shall cause its Affiliates (includingAffiliates, following to take all commercially reasonable actions requested in writing by the Closing, for the avoidance of doubtStockholder Representative, the Acquired Companies)reasonable costs and expenses of which shall be borne by the Sellers, and to timely claim any amounts actually credited against any cash refunds of Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, Company for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period (or the portion of any a Straddle Period ending on the Closing Date) except to ). To the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable parties need to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or determine the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in refunds for Taxes of the case of any deemed refund or credit Company for a Straddle Period, within five (5) days after the Tax Return for such portion of a Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to such refunds shall equal the amount by which Seller is entitled pursuant to (i) the immediately preceding sentence. Any refund or credit Taxes payable for the portion of Taxes with respect to the Straddle Period shall 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, or on behalf of, the Company on or prior to the Closing Date (without duplication of any amounts that were reflected as a reduction of the 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 Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit Sellers, on the benefit of which is payable to Seller pursuant to this Section 7.5(d)one hand, Buyer and the Acquired Companies shall receive Buyer, on the benefits other hand, based on the relative proportion of all Tax refunds or credits received such Taxes borne by the Acquired Companies after the Closing Dateeach.

Tax Refunds. Any cash (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 that are actually received of income Taxes paid for any taxable period (oror 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 case relevant Taxing Authority with respect thereto. Purchaser shall use its reasonable best efforts to obtain any Tax Refund that 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 a Straddle Period, that would have been received if XX Xxxxxxx and the Straddle Period ended APN Entities to carryback any net operating loss (or similar item) reflected on the Closing Date) Seller Tax Returns. Purchaser shall pay any Tax Refund received by Buyer Purchaser or any of its Affiliates (including, following including XX Xxxxxxx and the Closing, APN Entities) to the XX Xxxxxxx Seller and the Sellers’ Representative (for the avoidance benefit of doubtand further distribution to the Unitholders, other than XX Xxxxxxx) in accordance with the Acquired CompaniesPayment Schedule, 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 APN Entities, not to) elect to claim a Tax credit 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, but a credit against Tax is available in lieu thereof, Purchaser shall pay the amount of such credit to the XX Xxxxxxx Seller or the Sellers’ Representative (on behalf of the Unitholders, other than XX Xxxxxxx), and as applicable, within five (5) Business Days after such credit is used to reduce any amounts actually credited against any cash Taxes due and payable to which Buyer for a Post-Closing Tax Period that Purchaser or any of its Affiliates (includingincluding XX Xxxxxxx and the APN Entities) otherwise would have been required to pay. Upon request of the Sellers’ Representative, following Purchaser shall reasonably cooperate to provide an update regarding the Closing, for the avoidance status of doubt, the Acquired Companies) become entitled, any amounts that relate may be payable to any Pre-Closing Tax Period (XX Xxxxxxx Seller or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller Sellers’ Representative pursuant to this Section 7.5(d7.7(d), Buyer . Such cooperation shall include the provision of such information as the Sellers’ Representative shall reasonably request and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datemaking Purchaser’s third-party advisors available for discussion.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of by a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)Company, and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitleda Company that are not Indemnified Taxes, that relate to any Pre-Closing Tax Period (Periods or the portion portions of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, Date shall be for the account of Sellerthe Members, and Buyer Parent shall pay over to Seller, as additional purchase price the Representative (for distribution to the Purchased Equity Interests, Members) any such refund or the amount of any such credit (without interest and net of (a) any Taxes, and (b) any out of pocket expenses that the Parent, any Company or any of their Affiliates incur (or has or will incur) with respect to such refund (and related interest)) within five (5) 15 days after actual receipt or actually receiving credit entitlement thereto. Nothing in this Section 6.10 shall require that the Parent make any payment with respect thereto (or, in the case of to any deemed refund or credit for a Straddle Period, within five Tax (5and such refunds shall be for the benefit of the Parent and the Companies) days after that is with respect to (i) any refund of Tax that is the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through result of the carryback carrying back of any net operating losses that are attributable to loss or other Tax attribute or Tax credit incurred in a Tax taxable period ending on (or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit portion of Taxes with respect to the any Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies Period) beginning after the Closing Date; (ii) any refund of an Indemnified Tax paid after the Closing Date to the extent the Members have not indemnified the Parent or the applicable Company for such Indemnified Taxes; (iii) any refund for Tax that is included as a Current Asset in the computation of Closing Working Capital, as finally determined; or (iv) any refund for Tax that gives rise to a payment obligation by Parent or any Company to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any Company on or prior to the Closing Date.

Tax Refunds. Any cash Tax The Seller shall be entitled to receive any refunds of the Taxes with respect to the Purchased Assets (including, any Taxes of Elusys) or credits received in lieu thereof (including, for the avoidance of doubt, any such refunds that are actually available to be claimed and for which an election is made to apply such refunds to estimated or other Taxes) plus any interest received with respect thereto from the applicable Tax Authorities for any Pre-Closing Tax Period but only to extent such Taxes were paid by the Seller or by or on behalf of Elusys prior to the Closing Date (any such refund, a “Pre-Closing Refund”). Notwithstanding the foregoing, Pre-Closing Refunds shall not include, and Buyer shall not be required to pay any amounts to Seller in respect thereof, any refunds or credits of Taxes to the extent attributable to any carryback of any Tax asset or attribute that originates in a taxable period (or portion thereof) ending after the Closing Date to a Pre-Closing Tax Period. Any refunds or credits of Taxes for any Straddle Period shall be apportioned between Seller and Buyer in the same manner as the liability for such Taxes is apportioned pursuant to Section 5.5(c). To the extent permitted by Law, any Pre-Closing Refund shall be claimed in cash rather than as a credit against future Tax Liabilities for a Tax period beginning after the Closing Date. Within thirty (30) Business Days, after receipt of any Pre-Closing Refund by the Buyer or any of its Affiliates (or, in the case of a Straddle Periodcredit obtained in lieu of such refund, that would have been received if no later than thirty (30) Business Days following the Straddle Period ended filing of the income Tax Return on which such credit is available to be used to offset Tax otherwise payable), the Buyer shall pay over to the Seller the amount of such Pre-Closing Date) by Refund, net of the amount of any Taxes imposed on Buyer or any of its Affiliates (including, following thereof in connection with the Closing, for the avoidance receipt or realization of doubt, the Acquired Companies), such Pre-Closing Refund and any amounts actually credited against any cash Taxes due and payable to which reasonable out-of-pocket expenses incurred by the Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any in obtaining such Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute Refund (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filedincome Taxes imposed thereon). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash The Buyer and the Company shall (and they shall cause the Subsidiaries to) file such amendments to Tax Returns and make such claims for refunds for Pre-Closing Tax Periods as the Sellers’ Representative may from time-to-time reasonably request, at the cost and expense of the Sellers (in accordance with their Applicable Total Percentages). Without duplication for any payments made pursuant to Section 11.03, any Tax refunds (and interest thereon) that are actually received (orby the Buyer, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Company or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)Subsidiaries, and any amounts credits that actually credited against any cash Taxes due and payable to which Buyer reduce the Buyer’s, the Company’s or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitledSubsidiaries’ cash Tax liability, that relate to Taxes for any Pre-Closing Tax Period (in each case other than refunds or the portion of any Straddle Period ending on the Closing Date) except to the extent that credits (i) such refund attributable to losses, deductions or credit was reflected as other Tax items carried back from a current asset in period after the determination Closing Date to a Pre-Closing Tax Period (other than Transaction Tax Deductions for the avoidance of the Net Working Capital on the Final Closing Statement, doubt) or (ii) relating to Taxes that were not paid or deemed paid (including by way of inclusion in the calculation of the Final Adjusted Purchase Price) by the Sellers or, in a Pre-Closing Tax Period, by the Company or any of its Subsidiaries) (each, a “Tax Refund”) shall be for the account of the Sellers and shall be paid as provided below in this Section 11.07. To the extent an accrual or reserve for a Tax included in the Closing Date Working Capital (as finally determined pursuant to Section 2.04) exceeds the amount of Taxes actually paid with respect to such item, the excess shall be treated as a Tax Refund for the benefit of Sellers under this Section 11.07. For the avoidance of doubt, any refund or credit is attributable resulting from or relating to the carryback of a any Tax asset or Tax attribute (including a without limitation Tax basis and net operating lossloss carryovers, net capital lossbut excluding Transaction Tax Deductions) of the Company or any of its Subsidiaries, foreign tax credit whether or research and development credit) not arising in a period other than or from a Pre-Closing Tax Period, shall not be for a Tax Refund. Promptly but in no event later than twenty (20) days of the account date on which the Buyer, the Company or any of Seller, and its Subsidiaries receives a Tax Refund: (a) the Buyer shall pay over to Sellerpay, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Datepaid, to the Sellers’ Representative (for further payment as provided below) the amount of such Tax Refund. Promptly, and in any event within two (2) Business Days, after receipt of such Tax Refund, but subject to Section 13.02, the Sellers’ Representative shall pay each Seller an amount equal to such Seller’s Applicable Total Percentage of such Tax Refund (less any portion thereof that the Company or its Subsidiaries are required to withhold under applicable Law, which Seller is entitled pursuant amounts the Sellers’ Representative shall pay to the immediately preceding sentence. Any refund Company or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(bits Subsidiaries as applicable). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (orIf, in the case of a Straddle Period, that would have been received if the Straddle Period ended at any time on or after the Closing Date) by Buyer , 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 Affiliates 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 (includingor portion thereof) ending on or prior to the Closing Date, following Holdings or such affiliate shall remit the Closingfull 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, for utilization of such credit or reduction of such Tax liability, less the avoidance of doubt, amount (if any) required to be paid by the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable Sellers to which Buyer Holdings or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate affiliate thereof with respect to any Pre-Closing Tax Period Taxes (as defined in Section 8.5), as finally determined pursuant to Section 8.5. For purposes of the foregoing, 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 event that the liability of Holdings or any subsidiary for Taxes for any tax period (or portion thereof) beginning after the portion 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 Straddle Period 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 tax period ending on the Closing Date) except Date (or, if such Tax Reduction Items are not permitted to be deducted on such final return, and to the extent that (i) such refund or credit was reflected as a current asset in permitted by applicable law, on the determination first consolidated federal income tax return of Buyer, the Companies and Medical Express filed after the Closing Date). For purposes of the Net Working Capital on the Final Closing Statementforegoing, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, reduction in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are Taxes attributable to a Tax period ending on or before the Reduction Item to be taken into account for any Post-Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between an amount equal to the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than excess if any Tax refund or credit of (x) the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.36 31

Tax Refunds. Any cash The Equityholders will be entitled to all refunds, credits for overpayment of Taxes or reductions of Tax refunds that are actually received (orof any Group Company for any Pre-Closing Tax Period and, in the case of with respect to a Straddle Period, that would have been received if to the extent attributable to the Taxes for the Straddle Period ended on allocated to the Closing DateEquityholders pursuant to Section 5.2(a)(ii)) relating to any Group Company. If Purchaser, any Group Company or any Affiliate thereof receives any refund, credit for overpayment of Taxes or benefit from any reduction in Tax to which the Equityholders are entitled pursuant to this Section 5.2(c), Purchaser, a Group Company or any Affiliate thereof, as applicable, will promptly pay to the Shareholder Representative for distribution to the Equityholders the entire amount of such refund (including interest received from a Taxing Authority thereon), credit or reduction in Tax, net of the amount of any Taxes and out-of-pocket expenses that Purchaser, any Group Company or any Affiliate thereof incurs with respect to 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 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 refund or credit is subsequently determined by Buyer any Taxing Authority to be less than the amount paid by Purchaser, any Group Company or any of its their Affiliates (including, following to the Closing, for the avoidance of doubtShareholder Representative pursuant to this Section 5.2(c), the Acquired Companies)Shareholder Representative shall promptly return any such disallowed amount (plus any interest or penalties in respect of such disallowed amount owed to any Taxing Authority) to Purchaser. Notwithstanding the foregoing, and (i) Purchaser agrees not to carry back any amounts actually credited against any cash Taxes due and payable to which Buyer net operating loss or any of its Affiliates other Tax attribute or Tax credit incurred in a taxable period (including, following or portion thereof) beginning after the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate Closing Date to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Group Company until Shareholder Representative has filed all amended Tax attribute (including a net operating loss, net capital loss, foreign tax credit Returns or research and development credit) arising in a period other than a claims for refund that it desires to file with respect to such Pre-Closing Tax PeriodPeriods 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 account benefit of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5Purchaser) days after actual receipt or actually receiving credit that is with respect thereto to (or, in A) any refund that is the case result of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback carrying back of any net operating losses that are attributable to loss or other Tax attribute or Tax credit incurred in a Tax taxable period ending on (or before portion thereof) beginning after the Closing Date, (B) any refund resulting from the payment of Taxes made on or after the Closing Date to which Seller is entitled the extent the Equityholders are not required to and 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 immediately preceding sentence. Any refund Group Companies on or credit of Taxes with respect prior to the Straddle Period shall be apportioned between Closing Date. Purchaser agrees that the Pre-Closing and post-Closing payments of Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller refunds required pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received 5.2(c) will not be reduced by the Acquired Companies after the Closing Dateany Transaction Payroll Taxes.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on After the Closing Date, 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 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 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 Affiliates, the Company (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer Surviving Company) or any of its Affiliates (including, following the Closing, Subsidiaries or Blocker for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period (or the portion of Period; provided that, any Straddle Period ending on the Closing Date) except such amounts with respect to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, Blocker shall be for the account sole benefit of Blocker Seller. Buyer (or any of its Affiliates, and Buyer shall including Blocker or the Surviving Company) will pay over to Sellerthe Representative (for further distribution to Blocker Seller and the Unitholders, as additional purchase price for the Purchased Equity Interests, applicable) any such Tax refund or the amount of any such credit promptly (but in all cases within five (5Business Days) days after actual receipt or actually receiving credit with respect thereto of such Tax refund (or, in the case of any deemed refund 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 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 a Straddle Periodthe avoidance of doubt, within five (5) days after neither Parent nor Buyer shall, and each of them shall not allow the Tax Return for such Straddle Period is due Surviving Company, its Subsidiaries, or the Blocker, to be filed). Upon Seller’s request, Buyer shall file (or cause make any election to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through waive the carryback of any net operating losses 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 by the Company (including pursuant to Section 2303 of the CARES Act). To the extent permitted by applicable Law, Buyer (or any of its Affiliates, including Blocker or the Surviving Company) shall request a refund (rather than a credit in lieu of a refund) with respect to all Pre-Closing Tax Periods. If requested by the Representative, Buyer shall cause the Surviving Company, any Subsidiaries thereof, or Blocker to amend any Tax Returns for any Pre-Closing Tax Period to conform to the provisions of the CARES Act that are attributable apply to a Tax period years ending on or before the Closing Dateprior to January 1, 2020, to which Seller the extent such amendment is entitled pursuant reasonably expected to the immediately preceding sentence. Any result in a refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit that is for the benefit of which is payable to Blocker Seller pursuant to this or the Unitholders under Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date9.06.

Tax Refunds. Any cash Tax The amount of any refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates Taxes (including, following the Closing, for the avoidance of doubt, any refunds of Excise Taxes and Blenders Tax Credits) of the Acquired Companies), Company and any amounts actually credited against Company Subsidiary for any cash Pre-Closing Tax Period shall be for the account of Xxxxxxxx HoldCo. The amount of any refunds of Taxes due of the Company and payable to which Buyer or any Company Subsidiary for any Tax period beginning after the Closing Date shall be for the account of its Affiliates New Parent. The amount of any refund of Taxes (including, following the Closing, for the avoidance of doubt, any refunds of Excise Taxes and Blenders Tax Credits) of the Acquired CompaniesCompany and any Company Subsidiary for any Straddle Period shall be equitably apportioned between New Parent and Xxxxxxxx HoldCo in accordance with the principles set forth in Section 6.3(i). Notwithstanding the foregoing, Xxxxxxxx HoldCo shall not be entitled to any refund of Taxes pursuant to this Section 6.3(j) become entitled, that relate (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 ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing StatementPeriod, or (iiB) such refund included in the calculation of the Closing Adjustment Amount (or credit is attributable any item included therein). Each Party shall forward, and shall cause its Affiliates to forward, to the carryback Party entitled to receive a refund of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d6.3(j) the amount of such refund within 30 days after such refund is received, net of any third-party costs or expenses (including 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 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), Buyer and such Party shall promptly return any such disallowed amounts (plus any interest in respect of such disallowed amount owed to a Governmental Authority) to the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datepayor Party.

Tax Refunds. Any cash (i) GA Interholdco shall be entitled to any refunds (or credits received in lieu of such refunds) received for Taxes paid for any Pre-Closing Tax refunds that are actually received Period of the GA Blocker (orthe “GA Blocker Tax Refund”), (ii) each RCP Blocker Stockholder, in accordance with the percentages set forth opposite such RCP Blocker Stockholder’s name on Schedule 1.1, shall be entitled to any refunds (or credits received in lieu of such refunds) received for Taxes paid for any Pre-Closing Tax Period of the RCP Blocker (the “RCP Blocker Tax Refund” and together with the GA Blocker Tax Refund, the “Blocker Tax Refunds”) and (iii) the Blocker Sellers and the Unitholders (other than any holder of Blocker Units) shall be entitled to any refunds (or credits received in lieu of such refunds) received for Taxes paid for any Pre-Closing Tax Period of the Barteca Entities (including, for the avoidance of doubt, any refunds of employment, payroll and similar Taxes paid or withheld by the Barteca Entities in respect of employees or other service providers of, the Barteca Entities prior to the Closing) (each, a “Barteca Tax Refund”), in each case along with any interest paid by the relevant Tax Authority with respect thereto; provided that Blocker Tax Refunds and Barteca Tax Refunds shall exclude any Tax refund (or credit in lieu of such refund) (A) resulting from the carryback of a Straddle net operating loss from a Tax period (or portion thereof) ending after the Closing Date to a Pre-Closing Tax Period, that would have been received if the Straddle Period ended on the Closing Date(B) with respect to Taxes which are economically borne by Buyer Purchaser or any of its Affiliates (including, following after the Closing, the Barteca Entities) or (C) to the extent such Tax refund (or credit in lieu of such refund) was included in the final calculation of the Actual Working Capital. Purchaser shall be entitled to any refunds (or credits received in lieu of such refunds) received for taxes paid by any of the avoidance of doubt, Barteca Entities or the Acquired Companies), Blockers other than the Blocker Tax Refunds and any amounts actually credited against any cash Taxes due and payable to which Buyer the Barteca Tax Refunds. Any Party (or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired CompaniesAffiliates) become entitled, that relate to any Pre-Closing Tax Period receives a refund (or credit received in lieu of such refund) to which another Party is entitled under this Section 7.6(d) shall pay the portion amount of such refund (or credit received in lieu of such refund), net of (1) any Straddle Period ending on the Closing Date) except to the extent that (i) reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (52) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Barteca Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to Refund resulting from a Tax period ending on or before Action that is described in clause (iii) of the Closing Date, to which Seller is entitled pursuant to proviso in the immediately preceding sentence. Any refund or credit definition of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and postTaxes, any amounts paid or payable by the Company that are described in clause (iii) of the proviso in the definition of Pre-Closing Taxes, to the Party entitled thereto within ten (10) Business Days after receipt thereof. At the request of the Sellers’ Representative, Purchaser and its Affiliates shall use commercially reasonable efforts to obtain any such Blocker Tax Periods in accordance with Section 7.5(b). Other than any Refunds and/or Barteca Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateRefunds.

Tax Refunds. Any cash Tax The Purchaser shall pay to the Seller (a) all refunds that are actually or credits of Taxes (including any interest in respect thereof) received by the Purchaser or the Company after the Closing Date and attributable to Taxes paid by the Company with respect to a Pre-Closing Period and (orb) a portion of all refunds or credits of Taxes (including any interest in respect thereof) received by the Purchaser or the 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 case 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 Straddle Period, Tax attribute of the Company that would have been received if the Straddle Period ended on arises in a period or portion thereof beginning after the Closing Date. Any such refunds or credits required to be paid by the Purchaser to the Seller shall be paid within five (5) Business 52 Days of the receipt of any such refunds or credits by Buyer Purchaser, the Company, or any of their Affiliates. Upon Seller's reasonable request, the Purchaser shall cooperate with 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 for such Pre-Closing Period (and 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') cooperation in the preparation and filing of such 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 amended 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, following including the Closing, Company) for any taxable period for which the avoidance of doubtSeller is not required to indemnify the Purchaser pursuant to this Agreement. Notwithstanding the preceding sentence, the Acquired Companies), Purchaser agrees to cooperate with Seller (and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of shall cause its Affiliates (including, following including the Closing, 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 the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period (on a combined unitary basis with the Seller and certain of its Affiliates, and Purchaser acknowledges that such redetermination will not have an adverse effect on Purchaser or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute its Affiliates (including a net operating loss, net capital loss, foreign tax credit or research and development creditthe Company) arising in a period other than a PrePost-Closing Tax Period, . The Seller shall be for keep the account Purchaser reasonably informed of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes developments with respect to any such pursuit of a redetermination; provided that nothing herein shall require the Straddle Period Seller to provide the Purchaser with copies of Tax Returns of the Seller or any affiliated, combined or unitary group of which Seller or any of its Affiliates are a member, even if such combined, affiliated or unitary group includes the Company. For purposes of this Section 6.4, a credit shall be apportioned between treated as having been received not prior to the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or time such credit the benefit of which is payable has been applied to Seller pursuant reduce Taxes that would otherwise have been required to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datebe paid.

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 actually is received by the Surviving Corporation, Parent, the Parent Group, or any of their respective Affiliates with respect to (ori) the taxable period ending on the Closing Date or (ii) the filing of a Refund Form, in each case with respect to clauses (i) and (ii) to the case extent the amount of any such Tax 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 Straddle Period“Refund Amount”), net of any reasonable out-of-pocket costs incurred by Surviving Corporation, Parent, the Parent 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 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 if by the Straddle Period ended on Surviving Corporation, Parent, the Closing Date) by Buyer Parent Group, or any of its their respective Affiliates (including, following with respect to the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period taxable period ending on the Closing Date) except to Date and the extent that (i) filing of any Refund Forms without any Transaction Tax Deductions, and the actual aggregate amount of such refund or credit was reflected as a current asset in Tax refunds received by the determination of Surviving Corporation, Parent, the Net Working Capital on the Final Closing StatementParent Group, or (ii) such refund or credit is attributable to the carryback any of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes their respective Affiliates with respect to the Straddle Period shall be apportioned between taxable period ending on the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer Date and the Acquired Companies shall receive filing of such Refund Forms taking into account the benefits Transaction Tax Deductions, it being the intention that the payment of all Tax refunds or credits received by to the Acquired Companies after Representative be limited to Tax refunds attributable only to the Closing DateTransaction Tax Deductions.

Tax Refunds. Any cash Sellers shall be entitled to any Tax refunds that are actually received (or, in Refund resulting from any Final Determination regarding Taxes of or with respect to the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, Millennium Inorganic Companies for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund Taxes have been actually borne by Buyer or credit was reflected as a current asset its Affiliates, by inclusion in the determination of the Net Working Capital on the Final Closing StatementCapital, by VAT Accruals, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filedotherwise). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before After the Closing Date, if any such Tax Refund is received by the Millennium Inorganic Companies, Buyer or any of its Subsidiaries or Affiliates, Buyer shall forward any such Tax Refund to which Seller is entitled pursuant to Sellers (including any interest actually received) within ten days after receipt thereof. Buyer shall pay Sellers interest at the immediately preceding 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. Any refund Buyer shall be entitled to any Tax Refund resulting from any Final Determination regarding Taxes of or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and postMillennium Inorganic Companies for any Post-Closing Tax Periods 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 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 Section 7.5(b)the foregoing sentence. Other than Sellers, on the one hand, and Buyer on the other hand shall share equally in any Tax refund Refunds with respect to Transfer Taxes. If any such Tax Refund is received by a party (or credit the benefit any of which is payable to Seller pursuant to this Section 7.5(dits Affiliates), Buyer and the Acquired Companies party receiving such Tax Refund shall receive forward 50% of any such Tax Refund to the benefits other party (including any interest actually received) within ten days after receipt thereof. The party receiving the Tax Refund shall pay the other party interest at the rate prescribed under Section 6621(a)(1) of all Tax refunds or credits received by the Acquired Companies after Code, compounded daily, on any amount not paid when due in accordance with the Closing Dateforegoing sentence.

Tax Refunds. Any cash Tax refunds that are actually received (orincluding interest thereon) of, in the case of a Straddle Periodand only of, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (includingAPH, following the ClosingAPS, for the avoidance of doubtAAI, the Acquired Companies), KAI and any amounts actually credited against any cash Taxes due and payable CTA attributable 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 a Pre-Closing Tax Period (or the portion of that are received by any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing StatementCompany, Buyer, or any Affiliate thereof (ii) such refund or credit is other than any of Buyer Cdn, PTH, PT, PTGH and PTG), and any credits against Tax that are attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a any such Company for such Pre-Closing Tax PeriodPeriod to which Buyer, any such Company or any Affiliate (other than any of Buyer Cdn, PTH, PT, PTGH and PTG) thereof become entitled, shall be for the account of SellerSellers (excluding, except as otherwise provided in Section 6.7.11(b) with respect to Transaction Tax Deductions that arise in a Straddle Period, (a) any refund or credit attributable to any loss in a taxable year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a taxable year (or portion of a Straddle Period ending on or before the Closing Date), and (b) for avoidance of doubt, any tax savings from a loss attributable to a Pre-Closing Tax Period that is carried forward to offset any income or gain in any taxable year (or portion of a Straddle Period) beginning after the Closing Date)), and Buyer shall pay over (or cause to Seller, as additional purchase price be paid) to the Sellers' Representative (for the Purchased Equity Interests, account of Sellers) any such refund or the amount of any such credit within five actually received in cash by Buyer, any such Company or any Affiliate thereof (5) days other than any of Buyer Cdn, PTH, PT, PTGH or PTG)within 15 Business Days after actual the receipt or actually receiving credit with respect thereto (orthereof; provided, in the case of however, that this Section 6.7.9 shall not apply to any deemed such refund or credit for to the extent that the cumulative amount thereof is less than the cumulative amount of any Tax assets (excluding any deferred Tax asset established to reflect timing differences between book and Tax income) set forth on the face of the Final Closing Statements (rather than in any notes thereto) and taken into account in determining adjustments, if any, to the US Purchase Price, as finally determined pursuant to Section 2.2.4. For the avoidance of doubt, to the extent permitted by Applicable Laws, any net operating loss (including a Straddle Periodnet operating loss attributable to or arising from the Transaction Tax Deductions), within five (5) days after credit or other similar Tax attribute of such Company attributable to a Pre-Closing Tax Period of any such Company shall first be carried back to a Pre-Closing Tax Period of such Company, and to the extent such net operating loss, credit or other similar Tax Return attribute is carried back to a Pre-Closing Tax Period of such Company and produces a Tax refund for such Straddle Company with respect to a Pre-Closing Tax Period is due to such refund shall be filed). Upon Seller’s requestfor the account of Sellers in accordance with this Section 6.7.9; provided, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) however, that the preparation of any such returns, claims for refund or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable related to a Tax period ending on such carrybacks or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period refunds shall be apportioned between governed by Section 6.7.3(a) (including that the Pre-Closing preparation and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit filing of which is payable to Seller pursuant to this Section 7.5(d)such documents shall be at Sellers' expense) and none of Buyer, Buyer Parent, any Affiliate thereof, or any Company shall be required to initiate or participate in any administrative or judicial proceeding in connection therewith except at the request of Sellers' Representative and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Dateat Sellers' expense.

Tax Refunds. Any cash Tax refunds Until the date that are actually received is three (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on 3) years following the Closing Date) , Seller shall be entitled to any Tax refunds plus any interest that are received by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, Relevant Entity that relate to any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a “Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Refunds”). Buyer shall will pay over to Seller, as additional purchase price for the Purchased Equity Interests, Seller any such refund or Tax Refund (as determined pursuant to the amount of any such credit last sentence hereof) within five (5) days after actual receipt or actually receiving of such Tax Refund. If requested by Seller, Buyer will cause the Relevant Entity to request a refund (rather than a credit in lieu of refund) with respect thereto (orto all Pre-Closing Tax Periods, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon at Seller’s request, expense. Seller shall not be entitled to and Buyer shall file not be obligated pay over any such Tax Refund that relates to (or cause to be filedA) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a deductions, losses, credits or other items from any Tax period ending on (or before portion thereof) beginning after the Closing Date, or (B) with respect to which Taxes paid after the Closing, the amount of any Tax refunds payable to Seller is entitled pursuant under this Section 10.01(g) shall be net of (i) Taxes attributable to the immediately preceding sentence. Any such refund or credit of (such as federal Taxes anticipated to be incurred with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received of state Taxes), (ii) reasonable third-party costs incurred after Closing in obtaining such refunds, including Tax Return preparation or filing costs, to the extent such costs are not separately paid or reimbursed by the Acquired Companies after the Closing DateSeller, and (iii) any Taxes required to be withheld on such payment to Seller.

Tax Refunds. Any cash refunds of Taxes of any Acquired Company for a Pre-Closing Tax refunds Period that are actually received (or, in the case of a any Straddle Period, that would have been received if the Straddle Period ended on the end of the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies)) after the Closing Date, and any amounts actually credited against any cash Taxes due and payable Tax in lieu thereof 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 (or the portion of any Straddle Period ending on the Closing Date) in each case, except to the extent that (i) such refund taken into account to reduce the Income Tax Liability Accrual or credit was reflected as a current asset Current Liability in the determination of the Net Working Capital on the Final Closing StatementCapital, each as finally determined pursuant to Section 2.5, or (ii) such refund or credit is attributable to the carryback of a Tax any attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising generated in a period other than a PrePost-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price consideration for the Purchased Equity InterestsShares, any the amount of such Tax refund or the amount of any such credit Tax credit, reduced by any reasonable third-party costs or expenses (including Income Tax) incurred by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) in connection with the receipt or application thereof, within five twenty (520) days after actual receipt or actually receiving credit with respect thereto application thereof. Buyer shall claim any overpayment of Taxes on the Acquired Companies’ Income Tax Returns for Pre-Closing Tax Periods to the maximum extent permitted by Law and at Seller’s reasonable written request until thirty (or, in 30) days following the case last due date (taking into account any applicable extensions) of any deemed refund or credit for a Straddle Period, within five (5) days after the such Tax Return for such Straddle Period is due to be filed). Upon Seller’s requestReturn, Buyer shall file (timely and properly prepare, or cause to be prepared, and file, or cause to be filed) all Tax Returns (including , any claim for refund, amended Tax Returns) Return, or other documents claiming Tax Return required to obtain any refunds, including through available Tax Refunds from any Pre-Closing Tax Period. In the carryback of event that any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any such refund or credit of Taxes is later disallowed by a Governmental Authority, Seller shall reimburse Buyer for the amount paid to Seller with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax such refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits 7.6(b) within twenty (20) days after written notice to Seller of all Tax refunds or credits received by the Acquired Companies after the Closing Datesuch disallowance.

Tax Refunds. Any refund of Taxes (including estimated Taxes) of the Company and its Subsidiaries (whether received as a cash Tax refunds that are actually received (or, refund or as a credit against Taxes otherwise payable in the case lieu of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Daterefund) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate with respect to any Pre-Closing Tax Period (that are received by Parent or the portion of any Straddle Period ending on its Affiliates after the Closing Date) except to the extent that , other than (i) such any Tax refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to that results from the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than to a Pre-Closing Tax PeriodPeriod of any Tax attribute (including net operating losses) created in a taxable period (or portion thereof) beginning after the Closing Date, (ii) to the extent such Tax refund is a refund of Taxes which were not included in the calculation of Closing Indebtedness or Closing Transaction Expenses, were not actually paid by the Company or its Subsidiaries on or prior to the Closing Date or the Indemnifying Holders after the Closing Date, (iii) to the extent such Tax refund is received by Parent or its Affiliates on a date that is later than three (3) years following the Closing Date or (iv) to the extent the payment of such Tax refund to the Indemnifying Holders could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code (any such Tax refund, a “Pre-Closing Tax Refund”), shall be for the account of Sellerthe Indemnifying Holders, and Buyer Parent shall pay over to Sellerthe Escrow Agent to add such amount to the Escrow Fund any such Pre-Closing Tax Refund within thirty (30) days after receipt thereof, less any costs, Taxes or expenses incurred in connection with the receipt or payment thereof. Any such Pre-Closing Tax Refund that is added to the Escrow Fund shall be subject to the provisions of Article IX. In the event any such Pre-Closing Tax Refund is subsequently disallowed or determined to be an amount less than the amount taken into account pursuant to this Section 8.6 by the applicable Governmental Entity, the Indemnifying Holders shall promptly return such excess to Parent or its Affiliates, as additional purchase price for applicable, along with any applicable interest and penalties imposed by a Governmental Entity on such amounts to the Purchased Equity Interestsextent such Pre-Closing Tax Refund was actually paid to the Indemnifying Holders or was used to satisfy an indemnification claim pursuant to Article IX. For the avoidance of doubt, any such Tax refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5in lieu thereof) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable related to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between prorated based upon the Pre-Closing and post-Closing Tax Periods method employed in accordance with Section 7.5(b)8.3. Other than any Tax refund or credit At the benefit cost of the Securityholder Representative on behalf of the Indemnifying Holders (which is payable shall be promptly reimbursed to Seller pursuant to this Section 7.5(dParent), Buyer at the direction of the Securityholder Representative, Parent shall cause the Final Surviving Company or any of its Subsidiaries to file for, and use commercially reasonable efforts to obtain, any refund of material Taxes to which Parent determines in good faith in consultation with the Acquired Companies shall receive Securityholder Representative that the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateIndemnifying Holders are entitled hereunder.

Tax Refunds. Any cash 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 actually refund (including any interest received (orin respect thereof) received or applied for by any of Parent, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer Surviving Corporation or any of its Affiliates Subsidiaries shall be for the account of the Company Equityholders to the extent such Tax refund (includingi) results from the application of any Transaction Tax Deductions, following (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. Except as otherwise requested by the ClosingHolder 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 Acquired Companiesaccount 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 amounts actually credited against other Tax deductions third. Parent shall pay to 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 cash Taxes due and payable such refund that the Company Equityholders are entitled to which Buyer pursuant to this Section 8.2(e) within fifteen (15) days after the Surviving Corporation or any of its Affiliates (includingSubsidiaries’ receipt or entitlement thereto, following the Closing, for the avoidance net of doubtany expenses incurred by Parent, the Acquired Companies) become entitledSurviving Corporation or any of its Subsidiaries in seeking or securing such refund; provided, however, that such refunds 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 Post-Closing Tax Period beginning after the Closing Date. With respect to any Pre-Closing Tax Period, upon the Holder Representative’s reasonable request, Parent shall, or shall cause its relevant Affiliate to, initiate a claim for a refund of Taxes that relate to any Pre-Closing Tax Period of the 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 refund claim (or the portion of including any Straddle Period ending on the Closing Dateamended Tax Return) except shall be subject to the extent that (i) such refund or credit was reflected as a current asset review, comment and filing procedures set forth in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filedSection 8.2(c). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Except to the extent taken into account in the calculation of Net Working Capital as finally determined pursuant to Section 1.04, taken into account in calculating the Final Cash Consideration or subject to a payment obligation of the Company or its Subsidiaries to another Person that is in effect on or before the Closing Date, the Seller shall be entitled to any refund or credit for overpayment of Taxes (in lieu of a refund) (including any interest paid by a Governmental Entity thereon) received by the Company or its Subsidiaries prior to the second anniversary of the Closing Date (a “Tax refunds that are actually received Refund”) of the Company or any of its Subsidiaries for any Pre-Closing Tax Period of Taxes paid by the Company or any of its Subsidiaries on or before the Closing Date. Within five (or5) Business Days after receipt by the Purchaser, the Company or any Subsidiary thereof of any Tax Refund to which the Seller is entitled, the Purchaser or the Company shall, or shall cause the applicable Subsidiary to, deliver and pay over, by wire transfer of immediately available funds, such Tax Refund to an account or accounts designated by the Seller, net of any Taxes and other expenses incurred to obtain such Tax Refunds. The Purchaser will, and will cause the Company and its Subsidiaries to, at the Seller’s expense, execute such documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Purchaser, the Company and its Subsidiaries to perfect their rights in and obtain all Tax Refunds for which any such Person is eligible and to which the Seller is entitled. None of the Purchaser, the Company, or its Subsidiaries shall forfeit, fail to collect or otherwise minimize any Tax Refund to which the Seller would be entitled under this Section 10.02(h), except as required by applicable Laws. In the case of a any Straddle Period, that would have been received the amount of Tax Refunds to which the Seller is entitled shall be determined as if the relevant Straddle Period ended on the Closing Date) by Buyer or . Notwithstanding any of its Affiliates other provision in this Agreement, if any such refunds that are subsequently required to be paid back to a Governmental Entity (includingeach, following the Closing, for the avoidance of doubt, the Acquired Companiesa “Disallowed Tax Benefit”), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) then such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, refunds shall be indemnifiable Losses for which the account of Seller, and Buyer Seller shall pay over to Seller, as additional purchase price for indemnity the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled Purchaser pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing DateArticle XI.

Tax Refunds. Any cash After the Closing Date, excluding any Buyer Tax Refunds, Sellers shall be entitled to all Tax refunds that (or Overpayment Credits) with respect to the Company with respect to any Pre-Closing Tax Period but only to the extent such Tax refunds (or Overpayment Credits) (1) are actually received (or, in the case of a Straddle PeriodOverpayment Credits, that would have been received if utilized) by the Straddle Period ended Company, Buyer or their respective Affiliates, and (2) are attributable to (A) Taxes paid by or on behalf of the Company on or prior to the Closing Date, (B) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset included in the determination calculation of the Net Indebtedness or Working Capital on the Final Closing StatementCapital, or (iiC) such refund Taxes paid for or credit is attributable to indemnified by the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit Sellers under this Agreement. The Company or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Sellers’ Representative on behalf of the Sellers any such Tax refund or the amount of any such credit promptly (but in all cases within five fifteen (515) days business days) after actual receipt or actually receiving credit with respect thereto of such Tax refund (or, in the case of any deemed refund or credit for a Straddle PeriodOverpayment Credits, promptly (but in all cases within five fifteen (515) days after Business Days) upon filing the applicable Tax Return for where such Straddle Period Overpayment Credit is due used to reduce Taxes otherwise payable); provided that, any such payments to the Sellers’ Representative on behalf of the Sellers shall be filedreduced by any Taxes (including withholding Taxes) and costs and expenses attributable to the receipt or delivery of such Tax refund (or application of Overpayment Credits). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming To the extent any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any such Tax refund or credit Overpayment Credit that results in a payment to Sellers’ Representative on behalf of Sellers under this Section 8.2(e) is subsequently disallowed, the benefit Sellers jointly and severally shall repay such amount to Buyer (or its designee) within ten (10) Business Days after receipt of which is payable a request therefor together with any interest, penalties, or other additional amounts properly imposed by any applicable Governmental Authority. Any payments to Seller Sellers’ Representative pursuant to this Section 7.5(d)8.2(e) will be treated as an adjustment to the Purchase Price for Tax purposes, Buyer and the Acquired Companies shall receive the benefits of all unless otherwise required by applicable Tax refunds or credits received by the Acquired Companies after the Closing DateLaw.

Tax Refunds. Any cash Except to the extent (i) any Tax refund is reflected as an asset in the Closing Net Working Capital or (ii) such Tax refund relates to a carryback of any Tax attribute from any taxable period (or portion thereof) beginning after the Closing Date, the Representative (on behalf of the Sellers) shall be entitled to (A) any Tax refunds that are actually received by the Buyer or the Company, any Subsidiary of the Company, or any Blocker (orincluding any Tax refunds attributable to the carryback of items under Section 11G), and (B) any amounts credited against Tax to which the Buyer or the Company, any Subsidiary of the Company, or any Blocker become entitled in the case of a Straddle Period, that would have been received if the Straddle Period ended on Tax period ending after the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitledin each case, that relate to any a Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on Company, any Subsidiary of the Final Closing Statement, Company or (ii) such refund or credit is attributable to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and any Blocker. The Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, Representative (on behalf of the Sellers) any such refund or the amount of any such credit within five twenty (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (520) days after the actual receipt of such Tax refund or within twenty (20) days of filing of the Tax Return for reflecting such Straddle Period is due to be filed)credit. Upon Seller’s request, Buyer and Sellers shall file request a refund (or cause to be filedrather than a credit against future Taxes) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the all Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b)if permitted by applicable Law. Other than any To the extent that Buyer has paid a Tax refund to the Representative, and all or credit a portion of such Tax refund has subsequently been determined to be due and owing to a Governmental Entity, without duplication for any indemnification payments by any Seller hereunder related to such Tax refund, the benefit Sellers shall return to Buyer such amounts of such Tax refund which is payable have been determined to Seller pursuant be due and owing to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Datesuch Governmental Entity.

Tax Refunds. Any cash Tax All refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) Taxes payable by Buyer or any of its Affiliates (including, following the Closing, an Acquired Entity for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 to the extent paid by the Acquired Entity prior to the Closing or 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 Parent Indemnified Persons under Section 7.2 (whether in the form of cash received or a credit against Taxes otherwise payable) shall be the property of Sellers. Parent shall pay or cause to be paid any such Tax refund to Sellers, pro rata in accordance with their respective Ownership Percentages, within fifteen (15) days after 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 portion sole account of Parent and Buyer. Nothing in this Section 8.3 shall require that Parent, Buyer or any of their Affiliates make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Parent and Buyer) that is with respect to (a) any refund of Tax that is the result of the carrying back of any Straddle Period ending on the net operating loss or other Tax attribute or Tax credit incurred in a Post-Closing DateTax Period; or (b) except any refund of a Tax to the extent that (i) such refund it gives rise to a payment obligation by Parent, Buyer, the Acquired Entities or credit was reflected as any of their Affiliates after the Closing Date to any Person under applicable Law or pursuant to a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to the carryback provision of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit contract or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller, and Buyer shall pay over to Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file agreement entered (or cause to be filedassumed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending by an Acquired Entity on or before the Closing Date, prior to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after the Closing Date.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable 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 (or the portion The amount of any Straddle Period ending on the Closing Daterefunds of Taxes of any CCG Entity for which Seller is responsible pursuant to Section 10.2(b) except (other than to the extent that (i) such refund or credit was reflected as a current asset in the determination of the Net Working Capital on the Final Closing Statement, or (ii) such refund or credit is attributable to results from the carryback of a Tax attribute (including of any CCG Entity relating to a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a PrePost-Closing Tax Period, Period and other than any such refunds reflected on the Closing Statement as finally determined) shall be for the account of Seller, and Buyer the Seller to the extent provided in this Section 6.8(f). All other refunds of Taxes of any CCG Entity shall pay over to Seller, as additional purchase price be for the Purchased Equity Interests, any such refund or account of the Purchaser. The amount of any such credit within five (5) days after actual receipt or actually receiving credit with respect thereto (or, in the case refund of Taxes of any deemed refund or credit CCG Entity for a Straddle Period, within five (5) days after the Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be equitably apportioned between the Pre-Closing Purchaser and post-Closing Tax Periods the Seller in accordance with the principles set forth in Section 7.5(b6.8(b)(iv). Other than any Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive a refund of Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d)6.8(f) the amount of such refund within thirty (30) days after such refund is received, Buyer net of any costs or expenses or any Taxes incurred by such party or its Affiliates in procuring such refund. The Purchaser shall make and shall cause the Acquired Companies shall receive CCG Entities to make elections under Section 172(b)(3) and other relevant provisions of the benefits Code, and under any comparable provision of all any state, local or foreign tax law in any state, locality or foreign jurisdiction in which the CCG Entities are included in a Seller Consolidated Return, to relinquish the entire carryback period with respect to any net operating loss, capital loss, or tax credit of the CCG Entities in any Tax refunds or credits received by the Acquired Companies period beginning after the Closing DateDate that could be carried back to a Pre-Closing period of the CCG Entities; provided, however, that with respect to any such item for which an election cannot be made under applicable Law, the Purchaser shall be entitled to receive (and the Seller shall be required to pay to the Seller) the Tax refund received or Tax benefit that results from such carryback.