Common use of Carrybacks and Carryovers Clause in Contracts

Carrybacks and Carryovers. In the event that any member of the ------------------------- Ventiv Subgroup realizes any loss, credit or other Tax attribute in any Post- Distribution Taxable Period, such member may elect to carry back such loss, credit or Tax attribute to a prior Xxxxxx Consolidated Group taxable year. Xxxxxx shall cooperate with Ventiv in seeking from the appropriate taxing authority any Refund that reasonably would result from such carryback. Ventiv shall be entitled to any Refund (or other Tax benefit) realized by a member of the Xxxxxx Subgroup (including any interest thereon received from such taxing authority) attributable to such carryback, within 10 days after such Refund (or other benefit) is received; provided, however, that -------- ------- Xxxxxx shall be entitled to Refunds that result from the carryback of a loss, credit or other Tax attribute by a member of the Xxxxxx Subgroup from a Post- Distribution Taxable Period to a Pre-Distribution Taxable Period. Except as otherwise provided by applicable law, if a member of the Ventiv Subgroup and a member of the Xxxxxx Subgroup both may carry back a loss or other Tax attribute to the same Xxxxxx Consolidated Group taxable year, any Refund (or other Tax benefit) resulting therefrom shall be allocated between Ventiv and Xxxxxx proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the Ventiv Subgroup and the Xxxxxx Subgroup, respectively, would have been entitled had its carrybacks been the only carrybacks to such taxable year. Similarly, Ventiv shall be entitled to the benefit, in Post- Distribution Taxable Periods, of any net operating loss, capital loss, unused investment or foreign tax credit or other Tax attribute arising in a Pre- Distribution Taxable Period (including with respect to an affiliated group of which Ventiv was a member) and properly apportioned to a member of the Ventiv Subgroup in accordance with Treasury Regulation Sections 1.1502-21 and 1.1502-22 or other applicable law.

Carrybacks and Carryovers. (a) In the event that any member of the ------------------------- Ventiv Subgroup OGI Post-Merger Group realizes any loss, deduction, credit or other Tax attribute in any Post- Distribution Taxable Periodtaxable period (or portion thereof) beginning after the Merger Date, such member may elect may, to carry the extent permitted by law, utilize such loss, deduction, credit or other Tax attribute and obtain any available Refund, including by carrying back such loss, deduction, credit or Tax attribute to a prior Xxxxxx Opgroup Consolidated Group taxable year; provided, however, that (except as provided in the second proviso in this sentence), to the extent such carryback is elective, such member of the OGI Post-Merger Group may only carry back such item with the consent of the Authorized Representative (which may be withheld in its sole discretion if the taxable period to which such item may be carried back has not yet been subject either to audit or to a prior or concurrent mandatory carryback); and provided further, however, that, if such item is the result of a disallowance of a Section 381 attribute that was claimed by a member of the OGI Post-Merger Group for a Straddle Period, such item shall be carried back to prior taxable years of the Opgroup Consolidated Group or the OGI Post-Merger Group, as the case may be, to the extent permitted by law, unless CIBC notifies OGI in writing that such item is not to be so carried back. Xxxxxx CIBC shall cooperate with Ventiv OGI in seeking from the appropriate taxing authority any Refund that reasonably would result from therefrom. Except to the extent that such carryback. Ventiv Refund is the result of a disallowance of a loss, deduction, credit or other Tax attribute claimed by, or a reduction in an item of income or gain reported by, a member of the Opgroup Consolidated Group for a Pre-Acquisition Taxable Period or the pre-Acquisition portion of a Straddle Period or is attributable to the disallowance of a Section 381 attribute (in any such event such Refund shall be paid first to CIBC to offset any related increase in Tax Liabilities borne by CIBC for Pre-Acquisition Taxable Period(s) or Straddle Period(s) (to the extent not previously indemnified under the Acquisition Agreement or this Agreement) and second to the Seller Trust), OGI shall be entitled to any Refund (or other Tax benefit) realized by a member of the Xxxxxx Subgroup (benefit including any interest thereon received from such taxing authority) realized by a member of the OGI Post-Merger Group attributable to such carrybackloss, within 10 days after such Refund (or other benefit) is received; provided, however, that -------- ------- Xxxxxx shall be entitled to Refunds that result from the carryback of a lossdeduction, credit or other Tax attribute by a member of the Xxxxxx Subgroup from a Post- Distribution Taxable Period to a Pre-Distribution Taxable Period. Except as otherwise provided by applicable law, if a member of the Ventiv Subgroup and a member of the Xxxxxx Subgroup both may carry back a loss or other Tax attribute to the same Xxxxxx Consolidated Group taxable year, any Refund (or other Tax benefit) resulting therefrom shall be allocated between Ventiv and Xxxxxx proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the Ventiv Subgroup and the Xxxxxx Subgroup, respectively, would have been entitled had its carrybacks been the only carrybacks to such taxable year. Similarly, Ventiv shall be entitled to the benefit, in Post- Distribution Taxable Periods, of any net operating loss, capital loss, unused investment or foreign tax credit or other Tax attribute arising in a Pre- Distribution Taxable Period (including with respect to an affiliated group of which Ventiv was a member) and properly apportioned to a member of the Ventiv Subgroup in accordance with Treasury Regulation Sections 1.1502-21 and 1.1502-22 or other applicable lawattribute.

Carrybacks and Carryovers. In the event that any member of the IFG ------------------------- Ventiv Subgroup realizes any loss, credit or other Tax attribute in any Post- Distribution Taxable Period, such member may elect to carry back such loss, credit or Tax attribute to a prior Xxxxxx Imperial Consolidated Group taxable year. Xxxxxx Imperial shall cooperate with Ventiv IFG in seeking from the appropriate taxing authority any Refund that reasonably would result from such carryback. Ventiv IFG shall be entitled to any Refund (or other Tax benefit) realized by a member of the Xxxxxx Imperial Subgroup (including any interest thereon received from such taxing authority) attributable to such carryback, within 10 days after such Refund (or other benefit) is received; provided, however, that -------- ------- Xxxxxx Imperial shall be entitled -------- ------- to Refunds that result from the carryback of a loss, credit or other Tax attribute by a member of the Xxxxxx Imperial Subgroup from a Post- Post-Distribution Taxable Period to a Pre-Distribution Taxable Period. Except as otherwise provided by applicable law, if a member of the Ventiv IFG Subgroup and a member of the Xxxxxx Imperial Subgroup both may carry back a loss or other Tax attribute to the same Xxxxxx Imperial Consolidated Group taxable year, any Refund (or other Tax benefit) resulting therefrom shall be allocated between Ventiv IFG and Xxxxxx Imperial proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the Ventiv IFG Subgroup and the Xxxxxx Imperial Subgroup, respectively, would have been entitled had its carrybacks been the only carrybacks to such taxable year. Similarly, Ventiv IFG shall be entitled to the benefit, in Post- Post-Distribution Taxable Periods, of any net operating loss, capital loss, unused investment or foreign tax credit or other Tax attribute arising in a Pre- Pre-Distribution Taxable Period (including with respect to an affiliated group of which Ventiv IFG was a member) and properly apportioned to a member of the Ventiv IFG Subgroup in accordance with Treasury Regulation Sections 1.1502-21 79A and 1.1502-22 -21T or other applicable law.