Common use of Carryback Items from Separate Return Tax Periods Clause in Contracts

Carryback Items from Separate Return Tax Periods. With respect to carrybacks by WCA and members of the WCA Group of net operating losses, net capital losses, unused Tax credits and other deductible or creditable Tax attributes to a Consolidated Period from a Separate Return Tax Period which would be permitted under the Code and the Regulations (or state law and state regulations), taking into consideration the separate return limitation year rules whenever appropriate to do so by the Code and the Regulations (or state law and state regulations), WCA shall elect for itself and for members of the WCA Group to relinquish any carryback period which would include any Consolidated Period. In cases where WCA cannot relinquish the carryback period, or if the parties otherwise agree, WCA Waste Corporation shall cooperate with WCA in seeking Tax refunds from the appropriate Tax Authority, at WCA's expense, and WCA or a member of the WCA Group shall be entitled to such refund, including interest paid by the Tax Authority in connection with such refund; provided, however, that WCA shall indemnify and hold WCA Waste Corporation harmless from and against any and all collateral Tax consequences resulting from or caused by the carryback of deductible or creditable Tax attributes by WCA or a member of the WCA Group from a Separate Return Tax Period to a Consolidated Period, including Tax attributes of WCA Waste Corporation or a Continuing Member that expire unused and that would have been used but for such carryback. The amount of such indemnity shall be limited to the actual Tax benefit to which WCA Waste Corporation or a Continuing Member would have been entitled in the absence of the carryback of the deductible or creditable Tax attribute of WCA or a member of the WCA Group. WCA Waste Corporation shall only be entitled to indemnification under this Section 3.4 if WCA Waste Corporation has used reasonable efforts to avoid the collateral Tax consequence being indemnified. WCA shall have the right to review the collateral Tax consequence being indemnified. The amount of the refund due to WCA from WCA Waste Corporation shall be reduced by the amount of the indemnification, if any. In the event that (i) WCA or a member of the WCA Group has filed a refund claim with a Tax Authority for a Consolidated Period as contemplated by this Section 3.4, (ii) the refund claim has been allowed, and (iii) the Tax Authority has applied the refund to an amount owed by WCA Waste Corporation or a Continuing Member, then WCA Waste Corporation shall pay WCA the amount of the refund, including the amount of interest that would otherwise have been paid by the Tax Authority to WCA or to a member of the WCA Group. The refund payment shall be due to WCA within ten (10) Business Days after the earlier of (i) the date that WCA Waste Corporation or a Continuing Member receives the refund from the Tax Authority, or (ii) the date that WCA Waste Corporation receives notice from the applicable Tax Authority that it has applied the refund to an amount owed by WCA Waste Corporation or a Continuing Member.

Carryback Items from Separate Return Tax Periods. With respect to carrybacks by WCA and members of the WCA Group of Retek or net operating losses, net capital losses, unused Tax tax credits and other deductible or creditable Tax attributes to a Consolidated Period from a Separate Return Tax Period which would be permitted under the Code and the Regulations (or state law and or state regulations), taking into consideration the separate return limitation year rules whenever appropriate to do so by the Code and the Retek shall make an irrevocable election under Regulations Section 1.1502-21(b)(3)(i) (or comparable state law and or state regulations), WCA shall elect for itself and for members of the WCA Group to relinquish any carryback period which would include any the Consolidated Period. In cases where WCA Retek cannot relinquish the carryback periodperiod or, or if the parties otherwise agree, WCA Waste Corporation HNC shall cooperate with WCA Retek in seeking Tax refunds from the appropriate Tax Taxing Authority, at WCARetek's expense, and WCA or a member of the WCA Group Retek shall be entitled to such refund, including interest paid by the Tax Taxing Authority in connection with such refund; provided, provided however, that WCA Retek shall indemnify and hold WCA Waste Corporation HNC harmless from and against any and all collateral Tax consequences consequences, including interest, resulting from or caused by the carryback of deductible or creditable Tax attributes by WCA or a member of the WCA Group Retek from a Separate Return Tax Period to a Consolidated Period, including but not limited to, Tax attributes of WCA Waste Corporation or a Continuing Member HNC that expire unused (including Tax attributes that expire during a Tax period subsequent to the Tax period during which the Retek Tax attribute carried back was generated) and that which would have been used but for such Retek's carryback. The amount of such indemnity shall be limited to the actual Tax benefit benefits to which WCA Waste Corporation or a Continuing Member HNC would have been entitled in the absence of the carryback of the deductible or creditable Tax attribute of WCA or a member of the WCA GroupRetek. WCA Waste Corporation shall only be entitled to indemnification under this Section 3.4 if WCA Waste Corporation has used reasonable efforts to avoid the collateral Tax consequence being indemnified. WCA Retek shall have the right to review the collateral Tax consequence consequences being indemnified. The amount of the refund due to WCA Retek from WCA Waste Corporation HNC shall be reduced and offset by the amount of the indemnification, if any. In the event that (i) WCA or a member of the WCA Group has filed a refund claim with a Tax Authority for a Consolidated Period as contemplated by this Section 3.4, (ii) the refund claim has been allowed, and (iii) the Tax Authority has applied the refund to an amount owed by WCA Waste Corporation or a Continuing Member, then WCA Waste Corporation shall pay WCA the amount of the refund, including the amount of interest that would otherwise have been paid by the Tax Authority to WCA or to a member of the WCA Group. The refund payment shall be due to WCA within ten (10) Business Days after the earlier of (i) the date that WCA Waste Corporation or a Continuing Member receives the refund from the Tax Authority, or (ii) the date that WCA Waste Corporation receives notice from the applicable Tax Authority that it has applied the refund to an amount owed by WCA Waste Corporation or a Continuing Member.

Carryback Items from Separate Return Tax Periods. With respect to carrybacks by WCA and members of the WCA Group OSCA of net operating losses, net capital losses, unused Tax tax credits and other deductible or creditable Tax tax attributes to a Consolidated Tax Period from a Separate Return Tax Period which would be permitted under the Code and the Regulations (or state law and or state regulations), taking into consideration the separate return limitation year rules rules, whenever appropriate permitted to do so by the Code and Code, the Regulations (Regulations, state law or state law and state regulations), WCA OSCA shall elect for itself and for members of the WCA Group to relinquish any carryback period which would include any Consolidated Tax Period. In cases where WCA OSCA cannot relinquish the carryback period, or if the parties otherwise agree, WCA Waste Corporation GLC shall cooperate with WCA OSCA in seeking Tax tax refunds from the appropriate Tax Authoritytaxing authority, at WCA's OSCA=s expense, and WCA or a member of the WCA Group OSCA shall be entitled to such refund, including interest paid by the Tax Authority taxing authority in connection with such refund; provided, however, that WCA OSCA shall indemnify and hold WCA Waste Corporation GLC harmless from and against any and all collateral Tax tax consequences resulting from or caused by the carryback of deductible or creditable Tax tax attributes by WCA or a member of the WCA Group OSCA from a Separate Return Tax Period to a Consolidated Tax Period, including Tax including, but not limited to, tax attributes of WCA Waste Corporation or a Continuing Member GLC that expire unused (including tax attributes that expire during a tax period subsequent to the tax period during which the OSCA tax attribute carried back was generated) and that which would have been used but for such OSCA=s carryback. The amount of such indemnity shall be limited to the actual Tax tax benefit to which WCA Waste Corporation or a Continuing Member the GLC Group would have been entitled in the absence of the carryback of the deductible or creditable Tax tax attribute of WCA or a member of the WCA GroupOSCA. WCA Waste Corporation GLC shall only be entitled to indemnification under this Section 3.4 if WCA Waste Corporation GLC has used reasonable efforts to avoid the collateral Tax tax consequence being indemnified. WCA OSCA shall have the right to review the collateral Tax tax consequence being indemnified. The amount of the refund due to WCA OSCA from WCA Waste Corporation GLC shall be reduced by the amount of the indemnification, if any. In the event that (i) WCA OSCA or a member of the WCA OSCA Group has filed a refund claim with a Tax Authority taxing authority for a Consolidated Tax Period as contemplated by this Section 3.4, (ii) the refund claim has been allowed, and (iii) the Tax Authority taxing authority has applied the refund to an amount owed by WCA Waste Corporation or a Continuing MemberGLC, then WCA Waste Corporation GLC shall pay WCA OSCA the amount of the refund, including the amount of interest that would otherwise have been paid by the Tax Authority taxing authority to WCA OSCA or to a such member of the WCA OSCA Group. The refund payment shall be due to WCA OSCA within ten (10) Business Days after the earlier of (i) the date that WCA Waste Corporation or a Continuing Member GLC receives the refund from the Tax Authoritytaxing authority, or (ii) the date that WCA Waste Corporation GLC receives notice from the applicable Tax Authority taxing authority that it has applied the refund to an amount owed by WCA Waste Corporation or a Continuing MemberGLC.