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

Carryback Items from Separate Return Tax Periods. With respect to carrybacks of Retek or net operating losses, net capital losses, unused tax credits and other deductible or creditable Tax attributes to a Consolidated Period from a Separate Return Period which would be permitted under the Code and the Regulations (or state law or state regulations), Retek shall make an irrevocable election under Regulations Section 1.1502-21(b)(3)(i) (or comparable state law or state regulations), to relinquish any carryback period which would include the Consolidated Period. In cases where Retek cannot relinquish the carryback period or, if the parties otherwise agree, HNC shall cooperate with Retek in seeking Tax refunds from the appropriate Taxing Authority, at Retek's expense, and Retek shall be entitled to such refund, including interest paid by the Taxing Authority in connection with such refund; provided however, that Retek shall indemnify and hold HNC harmless from and against any and all collateral Tax consequences, including interest, resulting from or caused by the carryback of deductible or creditable Tax attributes by Retek from a Separate Return Period to a Consolidated Period, including but not limited to, Tax attributes of 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 which would have been used but for Retek's carryback. The amount of such indemnity shall be limited to the actual Tax benefits to which HNC would have been entitled in the absence of the carryback of the deductible or creditable Tax attribute of Retek. Retek shall have the right to review the collateral Tax consequences being indemnified. The amount of the refund due to Retek from HNC shall be reduced and offset by the amount of the indemnification, if any.

Carryback Items from Separate Return Tax Periods. With respect to carrybacks by WCA and members of Retek or the WCA Group of 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 or and state regulations), Retek shall make an irrevocable election under taking into consideration the separate return limitation year rules whenever appropriate to do so by the Code and the Regulations Section 1.1502-21(b)(3)(i) (or comparable state law or and state regulations), WCA shall elect for itself and for members of the WCA Group to relinquish any carryback period which would include the any Consolidated Period. In cases where Retek WCA cannot relinquish the carryback period orperiod, or if the parties otherwise agree, HNC WCA Waste Corporation shall cooperate with Retek WCA in seeking Tax refunds from the appropriate Taxing Tax Authority, at RetekWCA's expense, and Retek WCA or a member of the WCA Group shall be entitled to such refund, including interest paid by the Taxing Tax Authority in connection with such refund; provided provided, however, that Retek WCA shall indemnify and hold HNC WCA Waste Corporation harmless from and against any and all collateral Tax consequences, including interest, consequences resulting from or caused by the carryback of deductible or creditable Tax attributes by Retek WCA or a member of the WCA Group from a Separate Return Tax Period to a Consolidated Period, including but not limited to, Tax attributes of HNC WCA Waste Corporation or a Continuing Member that expire unused (including Tax attributes and that expire during a Tax period subsequent to the Tax period during which the Retek Tax attribute carried back was generated) and which would have been used but for Retek's such carryback. The amount of such indemnity shall be limited to the actual Tax benefits benefit to which HNC 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 RetekWCA or a member of the WCA Group. Retek 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 consequences consequence being indemnified. The amount of the refund due to Retek WCA from HNC WCA Waste Corporation 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.