Common use of Carrybacks and Claims for Refund Clause in Contracts

Carrybacks and Claims for Refund. (a) Brighthouse hereby agrees that if a Tax Return of a member of the Brighthouse Group for a Post-Distribution Tax Period reflects any Tax Attribute, then the applicable member of the Brighthouse Group shall elect to relinquish, waive or otherwise forgo the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under applicable Law. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502-21(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax Laws, to waive the carryback of net operating losses or other Tax Attribute for U.S. federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.09(a), Brighthouse is required to carryback a Tax Attribute, MetLife shall promptly remit to Brighthouse any Tax Benefit that the MetLife Group actually realizes with respect to any such carryback on an “as and when” realized basis. (c) If Brighthouse has a Tax Attribute that must be carried back to any Pre-Distribution Tax Period, Brighthouse shall notify MetLife in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, including supporting analysis that the Tax treatment of such Tax Attribute is correct. (d) If MetLife pays any amount to Brighthouse under Section 2.09(b) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, MetLife shall notify Brighthouse of the amount to be repaid to MetLife, and Brighthouse shall then repay such amount to MetLife, together with any interest, fines, additions to Tax, penalties or any additional amounts imposed by a Tax Authority relating thereto. (e) For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable.

Carrybacks and Claims for Refund. (a) Brighthouse Aptevo hereby agrees that if a Tax Return of a member of the Brighthouse Aptevo Group for a Post-Distribution Tax Period reflects any Tax Attribute, then the applicable member of the Brighthouse Aptevo Group shall elect to relinquish, waive or otherwise forgo the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under applicable Law. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502-21(b)(3)(ii)(B), and any analogous election under state, local, or foreign non-U.S. Income Tax Laws, to waive the carryback of net operating losses or other Tax Attribute Attributes for U.S. federal Income Tax and applicable state, local or non-U.S. Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.09(a2.07(a), Brighthouse Aptevo is required to carryback carry back a Tax AttributeAttribute to a Pre-Distribution Tax Period, MetLife EBSI shall promptly remit to Brighthouse Aptevo any Tax Benefit that the MetLife EBSI Group actually realizes with respect to any such carryback on an “as and when” realized basiswithin 30 days following such actual realization of the Tax Benefit. (c) If Brighthouse Aptevo has a Tax Attribute that must be carried back to any Pre-Distribution Tax Period, Brighthouse Aptevo shall notify MetLife EBSI in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, including and a certification by an appropriate officer of Aptevo setting forth Aptevo’s belief (together with supporting analysis analysis) that the Tax treatment carryback of such Tax Attribute (including the amount of the carryback) is more likely than not correct. (d) If MetLife EBSI pays any amount to Brighthouse Aptevo under Section 2.09(b2.07(b) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, MetLife EBSI shall notify Brighthouse Aptevo of the amount to be repaid to MetLifeof the Tax Benefit disallowed, and Brighthouse Aptevo shall then repay repay, within 10 business days of such notification, such amount to MetLifeEBSI, together with any interest, fines, additions to Tax, penalties or any additional amounts imposed by a Tax Authority relating thereto. (e) For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable.

Carrybacks and Claims for Refund. (a) Brighthouse Organon hereby agrees that if a Tax Return of a member of the Brighthouse Organon Group for a Post-Distribution Tax Period reflects any Tax Attribute, then the applicable member of the Brighthouse Organon Group shall elect to relinquish, waive waive, or otherwise forgo the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period with respect to a Joint Return to the extent permissible under applicable Law. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502-21(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax Laws, to waive the carryback of net operating losses or other Tax Attribute for U.S. federal Income Tax purposeslaw. (b) If, notwithstanding the provisions of Section 2.09(a2.9(a), Brighthouse Organon is required to carryback carry back a Tax Attribute, MetLife Merck shall promptly remit to Brighthouse Organon any Tax Benefit that the MetLife Merck Group actually realizes with respect to any such carryback on an “as and when” realized basis; provided, however, that Merck shall not be required to remit such Tax Benefit with respect to any such carryback arising from Taxes or Tax Attributes allocated to a member of the Merck Group under this Agreement. (c) If Brighthouse Organon has a Tax Attribute that must be carried back to any Pre-Distribution Tax Period, Brighthouse Organon shall notify MetLife Merck in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, including and a certification by an appropriate officer of Organon setting forth Organon’s belief (together with supporting analysis prepared by a Tax Advisor) that the Tax treatment of such Tax Attribute is more likely than not correct. (d) If MetLife Merck pays any amount to Brighthouse Organon under Section 2.09(b2.9(b) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, MetLife Merck shall notify Brighthouse Organon of the amount to be repaid to MetLifeMerck, and Brighthouse Organon shall then repay such amount to MetLifeMerck, together with any interest, fines, additions to Tax, penalties penalties, or any additional amounts imposed by a Tax Authority relating thereto. (e) For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual refund Refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable. (f) For the avoidance of doubt, and notwithstanding Section 2.8, Merck shall be entitled to the Refund of any Taxes or other Tax Benefit attributable to the use or carryback of any Tax Attribute that was generated on a Joint Return or Merck Separate Return for any Tax Period that includes the Distribution Date or any Post-Distribution Tax Period; provided, however, that Merck shall not be entitled to the refund of any Taxes or other Tax Benefit attributable to any Taxes or Tax Attributes allocated to the Organon Group under this Agreement.

Carrybacks and Claims for Refund. (a) Brighthouse Baxalta hereby agrees that if a Tax Return of a member of the Brighthouse Baxalta Group for a Post-Distribution Tax Period reflects any Tax Attribute, then the applicable member of the Brighthouse Baxalta Group shall elect to to relinquish, waive or otherwise forgo the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period with respect to a Joint Return to the extent permissible under applicable Law. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502-21(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax Laws, to waive the carryback of net operating losses or other Tax Attribute for U.S. federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.09(a), Brighthouse Baxalta is required to carryback a Tax Attribute, MetLife Baxter shall promptly remit to Brighthouse Baxalta any Tax Benefit that the MetLife Baxter Group actually realizes with respect to any such carryback on an “as and when” realized basis. (c) If Brighthouse Baxalta has a Tax Attribute that must be carried back to any Pre-Distribution Tax Period, Brighthouse Baxalta shall notify MetLife Baxter in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, including and a certification by an appropriate officer of Baxalta setting forth Baxalta’s belief (together with supporting analysis analysis) that the Tax treatment of such Tax Attribute is more likely than not correct. (d) If MetLife Baxter pays any amount to Brighthouse Baxalta under Section 2.09(b) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, MetLife Baxter shall notify Brighthouse Baxalta of the amount to be repaid to MetLifeBaxter, and Brighthouse Baxalta shall then repay such amount to MetLifeBaxter, together with any interest, fines, additions to Tax, penalties or any additional amounts imposed by a Tax Taxing Authority relating thereto. (e) For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable. (f) For the avoidance of doubt, and notwithstanding Section 2.08, Baxter shall be entitled to the refund of any Taxes or other Tax Benefit attributable to the use or carryback of any Tax Attribute that was generated on a Joint Return or Baxter Separate Return for any Tax Period that includes the Distribution Date or any Post-Distribution Tax Period.

Carrybacks and Claims for Refund. (a) Brighthouse Baxalta hereby agrees that if a Tax Return of a member of the Brighthouse Baxalta Group for a Post-Distribution Tax Period reflects any Tax Attribute, then the applicable member of the Brighthouse Baxalta Group shall elect to to relinquish, waive or otherwise forgo the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under applicable Law. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502-21(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax Laws, to waive the carryback of net operating losses or other Tax Attribute for U.S. federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.09(a), Brighthouse Baxalta is required to carryback a Tax Attribute, MetLife Baxter shall promptly remit to Brighthouse Baxalta any Tax Benefit that the MetLife Baxter Group actually realizes with respect to any such carryback on an “as and when” realized basis. (c) If Brighthouse Baxalta has a Tax Attribute that must be carried back to any Pre-Distribution Tax Period, Brighthouse Baxalta shall notify MetLife Baxter in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, including and a certification by an appropriate officer of Baxalta setting forth Baxalta’s belief (together with supporting analysis analysis) that the Tax treatment of such Tax Attribute is more likely than not correct. (d) If MetLife Baxter pays any amount to Brighthouse Baxalta under Section 2.09(b) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, MetLife Baxter shall notify Brighthouse Baxalta of the amount to be repaid to MetLifeBaxter, and Brighthouse Baxalta shall then repay such amount to MetLifeBaxter, together with any interest, fines, additions to Tax, penalties or any additional amounts imposed by a Tax Taxing Authority relating thereto. (e) For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable.