Carryback of Net Operating Losses. Clearwater shall not elect under section 172(b)(3) of the Code or any similar provision of any state, local or foreign Tax law to relinquish any right to carry back net operating losses. Clearwater shall use commercially reasonable efforts to file an amended Tax Return to carry back such losses to the extent permitted by law, and Clearwater shall pay to RetainCo the amount of any refund of Taxes so obtained, net of Clearwater’s reasonable expenses in obtaining such refund.
Carryback of Net Operating Losses. The Buyer, the Companies and --------------------------------- the Company Subsidiaries shall make any and all elections under Section 172(b)(3) of the Code and any corresponding provisions of state, local or foreign law to relinquish the entire carryback period with respect to any net operating loss attributable to the Companies or the Company Subsidiaries in any taxable period beginning after the Closing Date that could be carried back to a taxable year of the Companies or the Company Subsidiaries ending on or before the Closing Date.
Carryback of Net Operating Losses. (i) The Company shall, as and to the extent permitted by applicable Law, have the right at its option (and upon written request to Sellers) to carry back net operating losses ("Post-Closing NOL") incurred after the Closing Date to Taxable years ended on or prior to the Closing Date or which include the Closing Date for purposes of obtaining as promptly as possible refunds of Taxes paid in such years. All Tax Returns reporting Post-Closing NOL which is to be carried back to Taxable years ended on or prior to the Closing Date shall be prepared or reviewed, and signed, by the Auditor or a regionally recognized accounting firm. Upon receipt of a copy of such a Tax Return, Sellers shall cause to be prepared and filed with reasonable promptness refund claims based upon such Tax Returns. Buyers shall be entitled to all refunds of Taxes by reason of the carryback of Post-Closing NOL to prior periods; PROVIDED, HOWEVER, that Buyers shall reimburse Sellers for all reasonable expenses in preparing and filing any such refund claim. If there are negotiations or litigation with respect to the right to receive a refund by reason of the carryback of Post-Closing NOL, Buyers shall control and shall solely bear all costs and expenses of such negotiations or litigation. If any such refund is paid directly to a Seller, such Seller shall immediately upon receipt pay or cause to be paid to Buyers the amount of such refund.
Carryback of Net Operating Losses. If Company, or a Company Affiliate, incurs a net operating loss in a taxable period beginning on or after the Effective Date that may be carried back to a consolidated Federal income tax Return of the NPC Group or its consolidated group, the Company or Company Affiliate shall make an election pursuant to section 172(b)(3) of the Code (or comparable state or local law) to relinquish the entire carryback period with respect to any such net operating loss.
