Common use of Carrybacks Clause in Contracts

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing or prohibited by applicable Law, SpinCo (or the appropriate member of the SpinCo Group) shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”). In the event that SpinCo (or the appropriate member of the SpinCo Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or HoldCo consents to a Carryback), HoldCo shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, to the extent that such Refund is directly attributable to such Carryback, and shall pay over to SpinCo the amount of such Refund within ten (10) Business Days after such Refund is received; provided, however, that SpinCo shall indemnify and hold the members of the HoldCo Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo Group if (i) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (ii) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing TriMas or as prohibited by applicable Lawlaw, SpinCo (or the appropriate Horizon and each other member of the SpinCo Group) Horizon Group shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period all Carrybacks to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”)Combined Return. In the event that SpinCo Horizon (or the appropriate other member of the SpinCo Horizon Group) is prohibited by applicable Law to relinquishlaw from relinquishing, waive waiving or otherwise forgo forgoing a Carryback (or HoldCo TriMas consents to a Carryback), HoldCo (i) TriMas shall cooperate with SpinCoHorizon, at SpinCoHorizon’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas 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 SpinCo the amount of such Refund within ten (10) 15 Business Days after such Refund is receivedActually Realized; provided, however, that SpinCo Horizon shall indemnify and hold the members of the HoldCo TriMas Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo TriMas Group or an Affiliate thereof if (ix) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (iiy) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing Parent or prohibited by applicable Lawlaw, SpinCo (or the appropriate and each other member of the SpinCo Group) Group shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”)all Carrybacks. In the event that SpinCo (or the appropriate other member of the SpinCo Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or HoldCo Parent consents to a Carryback), HoldCo (i) Parent shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of the Parent 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 SpinCo the amount of such Refund within ten (10) 15 Business Days after such Refund is receivedActually Realized; provided, however, that SpinCo shall indemnify and hold the members of the HoldCo Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo Parent Group or an Affiliate thereof if (ix) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (iiy) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by HoldCo Moon in writing or prohibited by applicable Law, SpinCo (or the appropriate member of the SpinCo Group) shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”). In the event that SpinCo (or the appropriate member of the SpinCo Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or HoldCo Moon consents to a Carryback), HoldCo Moon shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, to the extent that such Refund is directly attributable to such Carryback, and shall pay over to SpinCo the amount of such Refund within ten (10) Business Days after such Refund is received; provided, however, that SpinCo shall indemnify and hold the members of the HoldCo Moon Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo Moon Group if (i) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (ii) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Moon Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing Infrastructurco or prohibited by applicable Law, SpinCo (or the appropriate member of the SpinCo Group) Flowco shall cause each Flowco Entity to elect to relinquish, waive or otherwise forgo forego the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”). In the event that SpinCo (or a Flowco Entity is permitted under the appropriate member of the SpinCo Group) is prohibited by applicable Law preceding sentence to relinquish, waive or otherwise forgo effect a Carryback (or HoldCo consents to such Carryback, a “Permitted Carryback”), HoldCo Infrastructurco shall cooperate with SpinCo, at SpinCo’s expense, Flowco in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, to the extent that such Refund is directly attributable to such Carryback, and shall pay over to SpinCo the amount of such Refund within ten (10) Business Days after such Refund is receivedany corresponding Refund; provided, however, that SpinCo Flowco shall indemnify and hold the members of the HoldCo Group Infrastructurco Entities harmless from and against any and all collateral Tax consequences resulting from or caused by any such Permitted Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo Group an Infrastructurco Entity if (ia) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (iib) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing the Filing Party or prohibited by applicable Lawlaw, SpinCo (or the appropriate Non-filing Party and each other member of the SpinCo Group) its Group shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”)all Carrybacks. In the event that SpinCo the Non-filing Party (or the appropriate other member of the SpinCo its Group) is prohibited by applicable Law to relinquishlaw from relinquishing, waive waiving or otherwise forgo forgoing a Carryback (or HoldCo the Filing Party consents to a Carryback), HoldCo (i) the Filing Party shall cooperate with SpinCothe Non-filing Party, at SpinCothe Non-filing Party’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Non-filing Party shall be entitled to any Income Tax Benefit Actually Realized by a member of the Filing Party’s 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 SpinCo the amount of such Refund within ten (10) 15 Business Days after such Refund is receivedActually Realized; provided, however, that SpinCo the Non-filing Party shall indemnify and hold the members of the HoldCo Filing Party’s Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo Filing Party’s Group or an Affiliate thereof if (ix) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (iiy) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing FMC or prohibited by applicable Lawlaw, SpinCo (or the appropriate member of the SpinCo Group) Subsidiary shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”)all Carrybacks. In the event that SpinCo Subsidiary (or the appropriate member of the SpinCo Subsidiary Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or HoldCo FMC consents to a Carrybackthereto), HoldCo (i) FMC shall cooperate with SpinCoSubsidiary, at SpinCo’s Subsidiary's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Subsidiary shall be entitled to any Tax Benefit Actually Realized by a member of 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, and shall pay over to SpinCo the amount of such Refund within ten seven (107) Business Days after such Refund Tax Benefit is receivedActually Realized; provided, however, that SpinCo Subsidiary shall indemnify and hold the -------- ------- members of the HoldCo FMC Group harmless from and against any and all collateral Tax tax consequences resulting from or caused by any such Carryback, including, without limitation, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo FMC Group if or an Affiliate thereof and (ix) such Tax Attributes that expire unutilized, but would have been utilized but for such Carryback, or (iiy) 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. Notwithstanding If there is a Final Determination that results in any change to or adjustment of a Tax Benefit Actually Utilized by a member of the foregoingFMC Group that is directly attributable to a Carryback, the second sentence of this Section 2.5(athen FMC (or its designee) shall not apply make a payment to any Refund of HoldCo Consolidated Taxes.Subsidiary, or Subsidiary shall make a payment to FMC (or its designee), as may be necessary to

Carrybacks. Except to the extent otherwise consented to by HoldCo in writing FMC or prohibited by applicable Lawlaw, SpinCo (or the appropriate member of the SpinCo Group) Subsidiary shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”)all Carrybacks. In the event that SpinCo Subsidiary (or the appropriate member of the SpinCo Subsidiary Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or HoldCo FMC consents to a Carrybackthereto), HoldCo (i) FMC shall cooperate with SpinCoSubsidiary, at SpinCo’s Subsidiary's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Subsidiary shall be entitled to any Tax Benefit Actually Realized by a member of 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, and shall pay over to SpinCo the amount of such Refund within ten seven (107) Business Days after such Refund Tax Benefit is receivedActually Realized; provided, however, that SpinCo Subsidiary shall indemnify and hold the -------- ------- members of the HoldCo FMC Group harmless from and against any and all collateral Tax tax consequences resulting from or caused by any such Carryback, including, without limitation, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the HoldCo FMC Group if or an Affiliate thereof and (ix) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (ii) 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. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of HoldCo Consolidated Taxes.that expire