Common use of Carrybacks Clause in Contracts

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco (the “Carryback Spinco”), or the appropriate member of its respective Spinco Group, is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party shall cooperate with the Carryback Spinco, at the Carryback Spinco’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco shall be entitled to any Income Tax Benefit Actually Realized by a member of another Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco shall indemnify and hold the members of the other Party’s Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Group that is directly attributable to a Carryback, then the other Party (or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b).

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco SpinCo shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco SpinCo (the “Carryback Spinco”), or the appropriate member of its respective Spinco the SpinCo Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party Parent shall cooperate with the Carryback SpincoSpinCo, at the Carryback Spinco’s SpinCo's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco SpinCo shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoSpinCo, or the Carryback Spinco SpinCo shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco SpinCo and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b).

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco SpinCo shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco SpinCo (the “Carryback Spinco”), or the appropriate member of its respective Spinco the SpinCo Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party Parent shall cooperate with the Carryback SpincoSpinCo, at the Carryback SpincoSpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 fifteen (15) Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco SpinCo shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax Tax attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax Tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax Tax attributes is postponed to a later taxable period than the taxable period in which such tax Tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoSpinCo, or the Carryback Spinco SpinCo shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco SpinCo and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b).

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable lawLaw, each Spinco Match shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco Match (the “Carryback Spinco”), or the appropriate member of its respective Spinco the Match Group, ) is prohibited by applicable law Law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party Parent shall cooperate with the Carryback SpincoMatch, at the Carryback SpincoMatch’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco Match shall be entitled to any Income Tax Benefit Refund Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days ten (10) days after such Refund is Actually Realized; provided, however, that the Carryback Spinco Match shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes Tax Attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax attributes Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes Tax Attributes is postponed to a later taxable period than the taxable period in which such tax attributes Tax Attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit a Refund Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoMatch, or the Carryback Spinco Match shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco Match and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit Refund been taken into account in computing the payments due under this Section 7(b).

Carrybacks. Except If any member of the New Fluor Group incurs a Carryback item which may be carried back to (i) a Tax Period ending on or before, or which includes, the Distribution Date with respect to which a Separate Company Tax Return was filed by or on behalf of the New Fluor Group or any member thereof, or (ii) a Tax Period with respect to which a Consolidated or Combined Tax Return was filed, the New Fluor Group (or such member thereof) shall be entitled, to the extent otherwise consented permitted or required by Law, to carry back such Carryback item to the Tax Period covered by Parent or prohibited by such Tax Return. Such member's right hereunder shall include, but not be limited to, the filing of a refund claim pursuant to Code Section 6411, the filing of amended Tax Returns, and the filing of refund claims based on the applicable lawCarryback item, in each Spinco shall elect case to relinquishthe extent such a filing is permissible (any such filing, waive or otherwise forgo all Carrybacksa "Carryback Adjustment Request"). In the event that a Spinco (the “Carryback Spinco”), or the appropriate member any such filing of its respective Spinco Group, is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (Adjustment Request or other action with respect to the Carryback item must be filed or taken by Parent consents to a Carryback)be effective, (i) each Party Parent shall effect such filing or take such action as reasonably requested by New Fluor, and Parent shall otherwise cooperate with the Carryback Spinco, at the Carryback Spinco’s expense, New Fluor Group in seeking from the appropriate Tax Authority such Refund as any Tax refund or other Tax Benefit that may reasonably would result be attributable to the Carryback item. Tax refunds or other Tax Benefits resulting from such CarrybackCarrybacks with respect to Separate Company Returns, and (ii) the Carryback Spinco Tax refunds, Tax Benefits and reallocations of Consolidated or Combined Tax liabilities resulting from Carrybacks to Consolidated or Combined Tax Returns, shall be entitled to any Income Tax Benefit Actually Realized by a member paid, credited and/or allocated in accordance with, and otherwise shall be subject to, the provisions of another Section 5.04(d). The New Fluor Group (including or applicable members thereof) may, at its sole discretion, choose not to carry back any interest thereon received from such Tax Authority), one or more Carryback items as to the extent that such Refund which it is directly attributable entitled hereunder to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the file a Carryback Spinco shall indemnify Adjustment Request. Parent and hold the members of the Parent Group shall have identical rights, and New Fluor shall have identical obligations, with respect to Carryback items incurred by Parent or any other Party’s Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Parent Group which may be carried back to (i) a Tax Period ending on or before, or which includes, the Distribution Date with respect to which a Separate Company Tax Return was filed by or on behalf of the Parent Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carrybackany member thereof, or (yii) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized Period covered by a member of the other Party’s Group that is directly attributable to a Carryback, then the other Party (Consolidated or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Combined Tax Benefit been taken into account in computing the payments due under this Section 7(b)Return.

Carrybacks. Except (a) To the extent that any carryback period for a Carryback Item would include any taxable period beginning before the day following the Distribution Date, Entertainment agrees to elect (under section 172(b)(3) of the Code and, to the extent otherwise consented feasible, any similar provision of any applicable state or local Income Tax law) to by Parent relinquish such carryback period as to any Carryback Item which could thereby be used to create or prohibited by applicable law, each Spinco carry forward a Tax Benefit for the SFX Group (in which event no payment shall be due from SFX to Entertainment in respect of such Carryback Item). SFX shall not elect to relinquishretain any net operating loss carryovers or capital loss carryovers of the Entertainment Group. (b) If, waive or otherwise forgo all Carrybacksnotwithstanding the foregoing, for any taxable period ending after the Distribution Date, a Carryback Item is incurred, then SFX shall pay to Entertainment an amount equal to the Tax Benefit (adjusted as provided in the next sentence) obtained by the SFX Affiliated Group in any taxable year as a direct consequence of the Carryback Item. In determining the event Tax Benefit obtained by SFX with respect to a taxable year, if, in addition to the Entertainment Group Carryback Items, there are also any Tax Items or Carryback Items generated by the SFX Group which are properly taken into account in determining the Income Tax liability of the SFX Affiliated Group for such taxable year, SFX shall be credited with a pro rata portion of any resulting Tax Benefit; the amount of such Tax Benefit to be paid to Entertainment shall be reduced by the present value (determined at the then applicable short-term Federal rate under the Code) of any future Tax Detriment that a Spinco (the “Carryback Spinco”), or the appropriate may be suffered by any member of its respective Spinco Group, is prohibited by applicable law the SFX Group as a consequence of such Entertainment Group Carryback Item. Entertainment agrees to relinquish, waive or otherwise forgo indemnify and hold the SFX Group harmless from any Taxes resulting from the disallowance of a Carryback Tax Benefit which previously resulted in a payment from SFX to Entertainment under this Section 3.04(b). (or Parent consents to a Carryback), (ic) each Party SFX shall cooperate with fully in obtaining the Tax Benefit attributable to any Carryback SpincoItem, at the Carryback Spinco’s expense, in seeking from the appropriate Tax Authority but any reasonable out-of-pocket expenses incurred by SFX that are directly attributable to such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco efforts shall be entitled borne by Entertainment. In lieu of such cooperation, SFX may elect to any Income pay to Entertainment the Tax Benefit Actually Realized by a member which would have been payable under this section if such Carryback Item were allowed. (d) Any refund of another Group Tax (including any interest thereon received from such Tax Authority), thereon) attributable to the extent that such Refund is directly SFX Affiliated Group for any period beginning before (or beginning and ending on) the Distribution Date shall be the property of SFX and any refund of Tax (including any interest thereon) attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco shall indemnify Entertainment Group for the period beginning before (or beginning and hold the members of the other Party’s Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited toending on) the loss or postponement Distribution Date shall be the property of any benefit from the use of tax attributes generated by a member of the other Party’s Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Group that is directly attributable to a Carryback, then the other Party (or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b)Entertainment.

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco SpinCo shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco SpinCo (the “Carryback Spinco”), or the appropriate member of its respective Spinco the SpinCo Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party Parent shall cooperate with the Carryback SpincoSpinCo, at the Carryback SpincoSpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 fifteen (15) Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco SpinCo shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax Tax attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax Tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax Tax attributes is postponed to a later taxable period than the taxable period in which such tax Tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoSpinCo, or the Carryback Spinco SpinCo shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco SpinCo and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b7 (b).

Carrybacks. Except to (a) The carryback of any loss, credit or other Tax attribute in any Post-Separation Taxable Period shall be in accordance with the extent otherwise consented to by Parent provisions of the Code and Treasury Regulations (and any applicable state, local or prohibited by applicable law, each Spinco shall elect to relinquish, waive foreign laws or otherwise forgo all Carrybacks. regulations). (b) In the event that a Spinco (the “Carryback Spinco”)New U S WEST Group realizes any loss, credit or the appropriate member of its respective Spinco Groupother Tax attribute in any Post-Separation Taxable Period, is prohibited by applicable law such group may elect to relinquishcarry back such loss, waive credit or otherwise forgo a Carryback (or Parent consents Tax attribute to a Carryback), (i) each Party Pre-Separation Taxable Period. U S WEST shall cooperate with the Carryback Spinco, at the Carryback Spinco’s expense, New U S WEST in seeking from the appropriate Tax Authority such any Refund as that reasonably would result from such Carryback, and (ii) the Carryback Spinco carryback. New U S WEST shall be entitled to any Income Refund (or other Tax Benefit Actually Realized benefit) realized by a member of another the MediaOne Group (including any interest thereon received from such Tax Authority)) attributable to such carryback, within ten (10) business days after such Refund (or other Tax benefit) is received; PROVIDED, HOWEVER, that U S WEST shall be entitled to any Refund (or other Tax benefit) that results from the carryback of a loss, credit or other Tax attribute by the MediaOne Group from a Post-Separation Taxable Period to a Pre-Separation Taxable Period. (c) Except as otherwise provided by applicable law, if the MediaOne Group and the New U S WEST Group both may carry back a loss, credit or other Tax attribute to the same Pre-Separation Taxable Period, any Refund (or other Tax benefit) resulting therefrom shall be allocated between U S WEST and New U S WEST proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the MediaOne Group and the New U S WEST Group, respectively, would have been entitled had its carrybacks been the only carrybacks to such Taxable Year. (d) To the extent that the amount of a Refund to which a party is entitled under this Section 5.2 is reduced by the applicable Tax Authority as a result of the offset of such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco shall indemnify and hold the members amount against a Tax Liability of the other Party’s Group harmless from and against any and all collateral tax consequences resulting from or caused by any party, as allocated under this Agreement, the party which receives the benefit of such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of offset shall appropriately compensate the other Party’s Group or an Affiliate thereof if party within ten (x10) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use days of receipt of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Group that is directly attributable to a Carryback, then the other Party (or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b)benefit.

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (b) Except to the extent otherwise consented to by Parent Starwood or prohibited by applicable lawLaw, each Spinco Vistana (or the appropriate member of its Tax Group) shall elect to relinquish, waive or otherwise forgo all Carrybacksthe carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period with respect to members of the Vistana Group (a “Carryback”). In the event that a Spinco Vistana (the “Carryback Spinco”), or the appropriate member of its respective Spinco Tax Group, ) is prohibited by applicable law Law to relinquish, waive or otherwise forgo a Carryback (or Parent Starwood consents to a Carryback), (i) each Party Starwood shall cooperate with the Carryback SpincoVistana, at the Carryback SpincoVistana’s expense, in seeking from the appropriate Tax Taxing Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco shall be entitled to any Income Tax Benefit Actually Realized by a member of another Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, and shall pay over to Vistana the amount of such Refund, net of any Taxes imposed on the receipt of such Refund, within 15 Business Days ten (10) days after such Refund is Actually Realizedreceived; provided, however, that the Carryback Spinco Vistana shall indemnify and hold the members of the other PartyStarwood’s Tax Group harmless from and against any and all collateral tax Tax consequences and reasonable out of pocket expenses resulting from or caused by any such Carryback, including, for the avoidance of doubt, Taxes (including (but not limited toany penalties, interest or other charges imposed by the relevant Taxing Authority) resulting from the Final Determination of an Adjustment that results in the disallowance of or adjustment to the amount of any Carryback under this Section 4.02, and including, without limitation, the loss or postponement of any benefit from the use of tax attributes Tax Attributes generated by a member of the other PartyStarwood’s Tax Group or an Affiliate thereof if (xi) such tax attributes Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (yii) the use of such tax attributes Tax Attributes is postponed to a later taxable period than the taxable period in which such tax attributes Tax Attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized Carryback and shall pay Starwood such amounts within ten (10) days after written notification thereof by a member of Starwood, including reasonably satisfactory documentation setting forth the other Party’s Group that is directly attributable to a Carrybackbasis for, then and calculation of, the other Party (or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this consequences and expenses, or within ten (10) days after resolution pursuant to Section 7(b)8.01.

Carrybacks. Except to the extent otherwise consented to by Parent IDT or prohibited by applicable law, each Spinco Net2Phone (on its own behalf and on behalf of the Net2Phone Group) shall elect to relinquish, waive or otherwise forgo forego all Carrybacks. In the event that a Spinco (the “Carryback Spinco”), or the appropriate member of its respective Spinco Group, Net2Phone is prohibited by applicable law to relinquish, waive or otherwise forgo forego a Carryback (or Parent IDT consents to a Carrybackthereto), (i) each Party IDT shall cooperate with the Carryback SpincoNet2Phone, at the Carryback Spinco’s Net2Phone's expense, in seeking from the appropriate Tax Authority taxing jurisdiction such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco Net2Phone shall be entitled to any Income Tax Benefit Actually Realized by a member of another the IDT Group (including any interest thereon received from such Tax Authoritytaxing jurisdiction), to the extent that such Refund Income Tax Benefit is directly attributable to such Carryback, within 15 Business Days 10 days after such Refund Income Tax Benefit is Actually Realized; provided, however, that the Carryback Spinco Net2Phone shall indemnify and hold the members of the other Party’s IDT Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s IDT Group or an Affiliate thereof if (x) such tax attributes that expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes which is postponed to a later taxable period than the taxable period in which such tax attributes otherwise would have been utilized but for such Carryback. Nothing in this Agreement shall require IDT to file a claim for refund of Federal Taxes or Combined Taxes which IDT, in its sole discretion, determines lacks substantial authority, as defined in the Code and the Treasury Regulations thereunder. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s IDT Group that is directly attributable to a Carryback, then the other Party IDT (or its designee) shall make a payment to the Carryback SpincoNet2Phone, or the Carryback Spinco Net2Phone shall make a payment to the other Party IDT (or its designee), as may be necessary to adjust the payments between the Carryback Spinco Net2Phone and the other Party IDT (or its designee) to reflect the payments that would have been made under this Section 7(b3.1(d) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b3.1(d).

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco SpinCo shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco SpinCo (the “Carryback Spinco”), or the appropriate member of its respective Spinco the SpinCo Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party Parent shall cooperate with the Carryback SpincoSpinCo, at the Carryback SpincoSpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco SpinCo shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoSpinCo, or the Carryback Spinco SpinCo shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco SpinCo and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b).

Carrybacks. Except to the extent otherwise consented to by Parent ABI or prohibited by applicable law, each Spinco APP (on its own behalf and on behalf of the APP Group) shall elect to relinquish, waive or otherwise forgo forego all Carrybacks. In the event that a Spinco (the “Carryback Spinco”), or the appropriate member of its respective Spinco Group, APP is prohibited by applicable law to relinquish, waive or otherwise forgo forego a Carryback (or Parent ABI consents to a Carrybackthereto), (i) each Party ABI shall cooperate with the Carryback SpincoAPP, at the Carryback Spinco’s APP's expense, in seeking from the appropriate Tax Authority taxing jurisdiction such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco APP shall be entitled to any Income Tax Benefit Actually Realized by a member of another the ABI Consolidated Group (including any interest thereon received from such Tax Authoritytaxing jurisdiction), to the extent that such Refund Income Tax Benefit is directly attributable to such Carryback, within 15 Business Days 10 days after such Refund Income Tax Benefit is Actually Realized; provided, however, that the Carryback Spinco APP shall indemnify and hold the members of the other Party’s ABI Consolidated Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s ABI Consolidated Group or an Affiliate thereof if (x) such tax attributes that expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes which is postponed to a later taxable period than the taxable period in which such tax attributes otherwise would have been utilized but for such Carryback. Nothing in this Agreement shall require ABI to file a claim for refund of Federal Taxes or Combined Taxes which ABI, in its sole discretion, determines lacks substantial authority, as defined in the Code and the Treasury Regulations thereunder. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s ABI Consolidated Group that is directly attributable to a Carryback, then the other Party ABI (or its designee) shall make a payment to the Carryback SpincoAPP, or the Carryback Spinco APP shall make a payment to the other Party ABI (or its designee), as may be necessary to adjust the payments between the Carryback Spinco APP and the other Party ABI (or its designee) to reflect the payments that would have been made under this Section 7(b3.1(d) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b3.1(d).

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco SpinCo (the “Carryback Spinco”), or the appropriate member of the SpinCo Group) is able to carry back losses, credits or other tax attributes against its respective Spinco Group, is prohibited by applicable law to relinquish, waive income or otherwise forgo tax liability in a Carryback (or Parent consents to a Carryback)Combined Return, (i) each Party Parent shall cooperate with the Carryback SpincoSpinCo, at the Carryback Spinco’s SpinCo's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days 30 days after such Refund is Actually Realized; providedPROVIDED, howeverHOWEVER, that the Carryback Spinco SpinCo shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoSpinCo, or the Carryback Spinco SpinCo shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco SpinCo and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b8(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b8(b).

Carrybacks. Except to the extent otherwise consented to by Parent GM or prohibited by applicable law, each Spinco Xxxxxx shall elect to relinquish, waive or otherwise forgo forego all Carrybacks. In the event that a Spinco Xxxxxx (the “Carryback Spinco”), or the appropriate member of its respective Spinco the Xxxxxx Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo forego a Carryback (or Parent GM consents to a Carrybackthereto), (i) each Party Telecom shall cooperate with the Carryback SpincoXxxxxx, at the Carryback Spinco’s Xxxxxx' expense, in seeking from the appropriate Tax Authority taxing authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco Xxxxxx shall be entitled to any Income Tax Benefit Actually Realized by a member of another the GM Group (including any interest thereon received from such Tax Authoritytaxing authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days 10 days after such Refund is Actually Realized; provided, however, that the Carryback Spinco Xxxxxx shall indemnify and hold the members of the other Party’s GM Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes which are generated by a member of the other Party’s GM Group or an Affiliate affiliate thereof if and (x) such tax attributes which expire unutilized, but which would have been utilized but for such Carryback, or (y) the use of such tax attributes which is postponed to a later taxable period than the taxable period in which such tax attributes otherwise would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s GM Group that is directly attributable to a Carryback, then the other Party GM (or its designee) shall make a payment to the Carryback SpincoXxxxxx, or the Carryback Spinco Xxxxxx shall make a payment to the other Party GM (or its designee), as may be necessary to adjust the payments between the Carryback Spinco Xxxxxx and the other Party GM (or its designee) to reflect the payments that would have been made under this Section 7(b) 6.f had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b)6.f hereof. The parties shall provide each other with sufficient information to enable the other to verify and substantiate any such adjustment.

Carrybacks. Except to the extent otherwise consented to by Parent FMC or prohibited by applicable law, each Spinco Subsidiary shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco Subsidiary (the “Carryback Spinco”), or the appropriate member of its respective Spinco the Subsidiary Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent FMC consents to a Carrybackthereto), (i) each Party FMC shall cooperate with the Carryback SpincoSubsidiary, at the Carryback Spinco’s Subsidiary's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco Subsidiary shall be entitled to any Income Tax Benefit Actually Realized by a member of another the FMC Group (including any interest thereon received from such Tax Authority)) within five (5) years of the date of such Carryback, to the extent that (x) such Refund Tax Benefit is directly attributable to such Carryback and (y) such Tax Benefit would not have been Actually Utilized but for such Carryback, within 15 seven (7) Business Days after such Refund Tax Benefit is Actually Realized; provided, however, that the Carryback Spinco Subsidiary shall indemnify and hold the -------- ------- members of the other Party’s FMC Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes Tax Attributes generated by a member of the other Party’s FMC Group or an Affiliate thereof if and (x) such tax attributes that expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes which is postponed to a later taxable period than the taxable period in which such tax attributes Tax Attributes otherwise would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income a Tax Benefit Actually Realized Utilized by a member of the other Party’s FMC Group that is directly attributable to a Carryback, then the other Party FMC (or its designee) shall make a payment to the Carryback SpincoSubsidiary, or the Carryback Spinco Subsidiary shall make a payment to the other Party FMC (or its designee), as may be necessary to -25- <PAGE> adjust the payments between the Carryback Spinco Subsidiary and the other Party FMC (or its designee) to reflect the payments that would have been made under this Section 7(b) 7.6 had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b)7.

Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco SpinCo (the “Carryback Spinco”), or the appropriate member of the SpinCo Group) is able to carry back losses, credits or other tax attributes against its respective Spinco Group, is prohibited by applicable law to relinquish, waive income or otherwise forgo tax liability in a Carryback (or Parent consents to a Carryback)Combined Return, (i) each Party Parent shall cooperate with the Carryback SpincoSpinCo, at the Carryback Spinco’s SpinCo's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of another the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days 30 days after such Refund is Actually Realized; provided, however, that the Carryback Spinco SpinCo shall indemnify and hold the members of the other Party’s Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Parent Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Parent Group that is directly attributable to a Carryback, then the other Party Parent (or its designee) shall make a payment to the Carryback SpincoSpinCo, or the Carryback Spinco SpinCo shall make a payment to the other Party Parent (or its designee), as may be necessary to adjust the payments between the Carryback Spinco SpinCo and the other Party Parent (or its designee) to reflect the payments that would have been made under this Section 7(b8(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b8(b).

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (b) Except to the extent otherwise consented to by Parent Starwood or prohibited by applicable lawLaw, each Spinco Vistana (or the appropriate member of its Tax Group) shall elect to relinquish, waive or otherwise forgo all Carrybacksthe carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period with respect to members of the Vistana Group (a “Carryback”). In the event that a Spinco Vistana (the “Carryback Spinco”), or the appropriate member of its respective Spinco Tax Group, ) is prohibited by applicable law Law to relinquish, waive or otherwise forgo a Carryback (or Parent Starwood consents to a Carryback), (i) each Party Starwood shall cooperate with the Carryback SpincoVistana, at the Carryback SpincoVistana’s expense, in seeking from the appropriate Tax Taxing Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco shall be entitled to any Income Tax Benefit Actually Realized by a member of another Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, and shall pay over to Vistana the amount of such Refund, net of any Taxes imposed on the receipt of such Refund, within 15 Business Days ten (10) days after such Refund is Actually Realized; providedreceived;provided, however, that the Carryback Spinco Vistana shall indemnify and hold the members of the other PartyStarwood’s Tax Group harmless from and against any and all collateral tax Tax consequences and reasonable out of pocket expenses resulting from or caused by any such Carryback, including, for the avoidance of doubt, Taxes (including (but not limited toany penalties, interest or other charges imposed by the relevant Taxing Authority) resulting from the Final Determination of an Adjustment that results in the disallowance of or adjustment to the amount of any Carryback under this Section 4.02, and including, without limitation, the loss or postponement of any benefit from the use of tax attributes Tax Attributes generated by a member of the other PartyStarwood’s Tax Group or an Affiliate thereof if (xi) such tax attributes Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (yii) the use of such tax attributes Tax Attributes is postponed to a later taxable period than the taxable period in which such tax attributes Tax Attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized Carryback and shall pay Starwood such amounts within ten (10) days after written notification thereof by a member of Starwood, including reasonably satisfactory documentation setting forth the other Party’s Group that is directly attributable to a Carrybackbasis for, then and calculation of, the other Party (or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this consequences and expenses, or within ten (10) days after resolution pursuant to Section 7(b)8.01.

Carrybacks. Except to the extent otherwise consented to by Parent General Signal or prohibited by applicable law, each Spinco Networks shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco Networks (the “Carryback Spinco”), or the appropriate member of its respective Spinco the Networks Group, ) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent General Signal consents to a Carrybackthereto), (i) each Party General Signal shall cooperate with the Carryback SpincoNetworks, at the Carryback Spinco’s Networks' expense, in seeking from the appropriate Tax Authority taxing authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco Networks shall be entitled to any Income Tax Benefit Actually Realized by a member of another the General Signal Group (including any interest thereon received from such Tax Authoritytaxing authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days [10] days after such Refund is Actually Realized; provided, however, that the Carryback Spinco Networks shall indemnify and hold the members of the other Party’s General Signal Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s General Signal Group or an Affiliate thereof if and (x) such tax attributes that expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes which is postponed to a later taxable period than the taxable period in which such tax attributes otherwise would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s General Signal Group that is directly attributable to a Carryback, then the other Party General Signal (or its designee) shall make a payment to the Carryback SpincoNetworks, or the Carryback Spinco Networks shall make a payment to the other Party General Signal (or its designee), as may be necessary to adjust the payments between the Carryback Spinco Networks and the other Party General Signal (or its designee) to reflect the payments that would have been made under this Section 7(b) 9.f had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b)9.f.