Common use of Carrybacks Clause in Contracts

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 Navy or prohibited by applicable Law, Red Lion shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”). In the event that Red Lion (or the appropriate member of the Red Lion Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy consents to a Carryback), Navy shall cooperate with Red Lion, at Red Lion’s expense, in seeking from the appropriate Taxing 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 Red Lion the amount of such Refund within ten (10) days after such Refund is received; provided, however, that Red Lion shall indemnify and hold the members of the Navy 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 Navy 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.

Carrybacks. (a) The carryback of any loss, credit credit, or other Tax Attribute Item from any Post-Closing Distribution Taxable Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Lawslaws). (b) Except Subject to Sections 3.8(d) and 3.9, in the extent otherwise consented to by Navy or prohibited by applicable Law, Red Lion shall elect to relinquish, waive or otherwise forgo event that any member of the carryback of CRC Group realizes any loss, credit or other Tax Attribute Item in a Post-Distribution Taxable Period of such member, such member may elect to carry back such Tax Item to a Pre-Distribution Taxable Period or a Straddle Period of OPC only with the prior written consent of OPC in the form of a letter from the Vice President - Tax. OPC shall be entitled to any Tax Refund realized by any member of the OPC Group or the CRC Group resulting from such carryback. (c) Subject to Sections 3.8(d) and 3.9, in the event that any member of the OPC Group realizes any loss, credit or other Tax Item in a Post-Closing Taxable Period of such member, such member may elect to any carry back such loss, credit or other Tax Item to a Pre-Closing Taxable Period or a Straddle Period (a “Carryback”)of such member. In the event that Red Lion (or the appropriate member of the Red Lion Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy consents to a Carryback), Navy CRC shall cooperate with Red Lion, at Red Lion’s expense, OPC and such member in seeking from the appropriate Taxing Authority such any Tax Refund as that reasonably would result from such Carrybackcarryback (including by filing an amended Tax Return), at OPC’s cost and expense. OPC shall be entitled to the extent that such any Tax Refund is directly attributable to such Carryback, and shall pay over to Red Lion the amount of such Refund within ten (10) days after such Refund is received; provided, however, that Red Lion shall indemnify and hold the members of the Navy Group harmless from and against any and all collateral Tax consequences resulting from or caused realized 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 Navy CRC Group or the OPC Group resulting from such carryback. (d) Except as otherwise provided by applicable law, if any Tax Item of OPC or CRC would be eligible to be carried back or carried forward to the same Pre-Closing Taxable Period (i) had such carryback been the only carryback to such taxable period), any Tax Attributes expire unutilizedRefund resulting therefrom shall be allocated between OPC and CRC proportionately based on the relative amounts of the Tax Refunds to which OPC and CRC, but respectively, 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 Carrybackentitled.

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 Navy TriMas or as prohibited by applicable Lawlaw, Red Lion Horizon and each other member of the Horizon Group shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period all Carrybacks to any Pre-Closing Period or Straddle Period (a “Carryback”)Combined Return. In the event that Red Lion Horizon (or the appropriate other member of the Red Lion Horizon Group) is prohibited by applicable Law to relinquishlaw from relinquishing, waive waiving or otherwise forgo forgoing a Carryback (or Navy TriMas consents to a Carryback), Navy (i) TriMas shall cooperate with Red LionHorizon, at Red LionHorizon’s expense, in seeking from the appropriate Taxing 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 Red Lion the amount of such Refund within ten (10) days 15 Business Days after such Refund is receivedActually Realized; provided, however, that Red Lion Horizon shall indemnify and hold the members of the Navy 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 Navy 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.

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 Navy Parent or prohibited by applicable Lawlaw, Red Lion SpinCo and each other 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-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”)all Carrybacks. In the event that Red Lion SpinCo (or the appropriate other member of the Red Lion SpinCo Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or Navy Parent consents to a Carryback), Navy (i) Parent shall cooperate with Red LionSpinCo, at Red LionSpinCo’s expense, in seeking from the appropriate Taxing 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 Red Lion the amount of such Refund within ten (10) days 15 Business Days after such Refund is receivedActually Realized; provided, however, that Red Lion SpinCo shall indemnify and hold the members of the Navy 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 Navy 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.

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute Asset from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Lawslaws). (b) Except to the extent otherwise consented to by Navy Holdings (such consent not to be unreasonably withheld, conditioned or delayed) or prohibited by applicable Lawlaw, Red Lion New A&B shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute Asset from any Post-Closing Distribution Period to any Pre-Closing Distribution Period or Straddle Period (a “Carryback”). In the event that Red Lion New A&B (or the appropriate member of the Red Lion New A&B Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or Navy Holdings consents to a Carryback), Navy Holdings shall cooperate with Red LionNew A&B, at Red LionNew A&B’s expense, in seeking from the appropriate Taxing 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 Red Lion New A&B the amount of such Refund within ten (10) days after such Refund is received; provided, however, that Red Lion New A&B shall indemnify and hold the members of the Navy Xxxxxx 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 Assets generated by a member of the Navy Xxxxxx Group Member if (i) such Tax Attributes Assets expire unutilized, but would have been utilized but for such Carryback, or (ii) the use of such Tax Attributes Assets is postponed to a later taxable period than the taxable period in which such Tax Attributes Assets would have been utilized but for such Carryback.

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 Navy HoldCo in writing or prohibited by applicable Law, Red Lion 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-Closing Distribution Period to any Pre-Closing Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”). In the event that Red Lion SpinCo (or the appropriate member of the Red Lion SpinCo Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy HoldCo consents to a Carryback), Navy HoldCo shall cooperate with Red LionSpinCo, at Red LionSpinCo’s expense, in seeking from the appropriate Taxing 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 Red Lion SpinCo the amount of such Refund within ten (10) days Business Days after such Refund is received; provided, however, that Red Lion SpinCo shall indemnify and hold the members of the Navy 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 Navy 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. (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 Navy Moon in writing or prohibited by applicable Law, Red Lion 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-Closing Distribution Period to any Pre-Closing Distribution Period or Straddle Period with respect to members of the SpinCo Group (a “Carryback”). In the event that Red Lion SpinCo (or the appropriate member of the Red Lion SpinCo Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy Moon consents to a Carryback), Navy Moon shall cooperate with Red LionSpinCo, at Red LionSpinCo’s expense, in seeking from the appropriate Taxing 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 Red Lion SpinCo the amount of such Refund within ten (10) days Business Days after such Refund is received; provided, however, that Red Lion SpinCo shall indemnify and hold the members of the Navy 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 Navy 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 Moon Consolidated Taxes.

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 Navy Infrastructurco or prohibited by applicable Law, Red Lion 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-Closing Distribution Period to any Pre-Closing Distribution Period or Straddle Period (a “Carryback”). In the event that Red Lion (or a Flowco Entity is permitted under the appropriate member of the Red Lion Group) is prohibited by applicable Law preceding sentence to relinquish, waive or otherwise forgo effect a Carryback (or Navy consents to such Carryback, a “Permitted Carryback”), Navy Infrastructurco shall cooperate with Red Lion, at Red Lion’s expense, Flowco in seeking from the appropriate Taxing 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 Red Lion the amount of such Refund within ten (10) days after such Refund is receivedany corresponding Refund; provided, however, that Red Lion Flowco shall indemnify and hold the members of the Navy 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 Navy 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.

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 Navy Xxxxxxx or prohibited by applicable Law, Red Lion Newco shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”). In the event that Red Lion Newco (or the appropriate member of the Red Lion Newco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy Xxxxxxx consents to a Carryback), Navy Xxxxxxx shall cooperate with Red LionNewco, at Red LionNewco’s expense, in seeking from the appropriate Taxing 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 Red Lion Newco the amount of such Refund Refund, net of any Taxes imposed on the receipt of such Refund, within ten (10) days after such Refund is received; provided, however, that Red Lion Newco shall indemnify and hold the members of the Navy Xxxxxxx 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 Navy Xxxxxxx 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.

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 Navy Burgundy or prohibited by applicable Law, Red Lion Spinco shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute of Spinco or any other member of the Spinco Group from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”). In the event that Red Lion Spinco (or the appropriate member of the Red Lion Spinco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy Burgundy consents to a Carryback), Navy Burgundy shall cooperate with Red LionSpinco, at Red LionSpinco’s expense, in seeking from the appropriate Taxing 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 Red Lion Spinco the amount of such Refund within ten (10) days after such Refund is received; provided, however, that Red Lion Spinco shall indemnify and hold the members of the Navy Burgundy 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 Navy Burgundy 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.

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute Asset from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Lawslaws). (b) Except to the extent otherwise consented to by Navy United Online (such consent not to be unreasonably withheld, conditioned or delayed) or prohibited by applicable Lawlaw, Red Lion FTD shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute Asset from any Post-Closing Distribution Period to any Pre-Closing Distribution Period or Straddle Period (a “Carryback”). In the event that Red Lion FTD (or the appropriate member of the Red Lion FTD Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or Navy United Online consents to a Carryback), Navy United Online shall cooperate with Red LionFTD, at Red LionFTD’s expense, in seeking from the appropriate Taxing 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 Red Lion FTD the amount of such Refund within ten (10) days after such Refund is received; provided, however, provided that Red Lion FTD shall indemnify and hold the members of the Navy UOL 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 Assets generated by a member of the Navy UOL Group Member if (i) such Tax Attributes Assets expire unutilized, but would have been utilized but for such Carryback, or (ii) the use of such Tax Attributes Assets is postponed to a later taxable period than the taxable period in which such Tax Attributes Assets would have been utilized but for such Carryback.

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute Asset from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Lawslaws). (b) Except to the extent otherwise consented to by Navy United Online (such consent not to be unreasonably withheld, conditioned or delayed) or prohibited by applicable Lawlaw, Red Lion FTD shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute Asset from any Post-Closing Distribution Period to any Pre-Closing Distribution Period or Straddle Period (a “"Carryback”"). In the event that Red Lion FTD (or the appropriate member of the Red Lion FTD Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or Navy United Online consents to a Carryback), Navy United Online shall cooperate with Red LionFTD, at Red Lion’s FTD's expense, in seeking from the appropriate Taxing 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 Red Lion FTD the amount of such Refund within ten (10) days after such Refund is received; provided, however, provided that Red Lion FTD shall indemnify and hold the members of the Navy UOL 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 Assets generated by a member of the Navy UOL Group Member if (i) such Tax Attributes Assets expire unutilized, but would have been utilized but for such Carryback, or (ii) the use of such Tax Attributes Assets is postponed to a later taxable period than the taxable period in which such Tax Attributes Assets would have been utilized but for such Carryback.

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 Navy Parent or prohibited by applicable Law, Red Lion Spinco shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”). In the event that Red Lion Spinco (or the appropriate member of the Red Lion Spinco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy Parent consents to a Carryback), Navy Parent shall cooperate with Red LionSpinco, at Red LionSpinco’s expense, in seeking from the appropriate Taxing 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 Red Lion Spinco the amount of such Refund within ten (10) days after such Refund is received; provided, however, that Red Lion Spinco shall indemnify and hold the members of the Navy Parent 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 Navy Parent 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.

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 Navy the Filing Party or prohibited by applicable Lawlaw, Red Lion the Non-filing Party and each other member of its Group shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”)all Carrybacks. In the event that Red Lion the Non-filing Party (or the appropriate other member of the Red Lion its Group) is prohibited by applicable Law to relinquishlaw from relinquishing, waive waiving or otherwise forgo forgoing a Carryback (or Navy the Filing Party consents to a Carryback), Navy (i) the Filing Party shall cooperate with Red Lionthe Non-filing Party, at Red Lionthe Non-filing Party’s expense, in seeking from the appropriate Taxing 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 Red Lion the amount of such Refund within ten (10) days 15 Business Days after such Refund is receivedActually Realized; provided, however, that Red Lion the Non-filing Party shall indemnify and hold the members of the Navy 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 Navy 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.

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 Navy TDCC or prohibited by applicable Law, Red Lion Spinco shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute of Spinco or any other member of the Spinco Group from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”). In the event that Red Lion Spinco (or the appropriate member of the Red Lion Spinco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Navy TDCC consents to a Carryback), Navy TDCC shall cooperate with Red LionSpinco, at Red LionSpinco’s expense, in seeking from the appropriate Taxing 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 Red Lion Spinco the amount of such Refund within ten (10) days after such Refund is received; provided, however, that Red Lion Spinco shall indemnify and hold the members of the Navy TDCC 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 Navy TDCC 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.

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 Navy FMC or prohibited by applicable Lawlaw, Red Lion Subsidiary shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “Carryback”)all Carrybacks. In the event that Red Lion Subsidiary (or the appropriate member of the Red Lion Subsidiary Group) is prohibited by applicable Law law to relinquish, waive or otherwise forgo a Carryback (or Navy FMC consents to a Carrybackthereto), Navy (i) FMC shall cooperate with Red LionSubsidiary, at Red Lion’s Subsidiary's expense, in seeking from the appropriate Taxing 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 Red Lion the amount of such Refund within ten seven (107) days Business Days after such Refund Tax Benefit is receivedActually Realized; provided, however, that Red Lion Subsidiary shall indemnify and hold the -------- ------- members of the Navy 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 Navy 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.. 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 FMC Group that is directly attributable to a Carryback, then FMC (or its designee) shall make a payment to Subsidiary, or Subsidiary shall make a payment to FMC (or its designee), as may be necessary to