Common use of Carrybacks Clause in Contracts

Carrybacks. (a) Notwithstanding anything in this Agreement, SpinCo shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by SpinCo or any Affiliate from a Post-Distribution Tax Period to a Straddle Period or Pre-Distribution Tax Period. (b) If, notwithstanding the provisions of Section 2.7(a), SpinCo is required to carry back losses or credits, SpinCo shall be entitled to any refund of any Tax obtained by Parent or a Parent Affiliate as a result of the carryback of losses or credits of SpinCo or a SpinCo Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund is limited to the net amount received by Parent or a Parent Affiliate (by refund, offset against other Taxes, or otherwise), net of any Tax Detriment incurred by Parent or such Affiliate resulting from such refund. Upon request by SpinCo, Parent shall advise SpinCo of an estimate of any Tax Detriment Parent projects will be associated with any carryback of losses or credits of SpinCo and its Affiliates provided in this Section 2.7(b). (c) If SpinCo has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo shall notify in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, and a certification by an appropriate officer of SpinCo setting forth SpinCo’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent pays any amount to SpinCo under Section 2.7(b) and, as a result of a subsequent Final Determination, SpinCo is not entitled to some or all of such amount, Parent shall notify SpinCo of the amount to be repaid to Parent, and SpinCo shall then repay such amount to Parent, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything in this Agreement, SpinCo TSYS shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by SpinCo TSYS or any Affiliate from a Post-Distribution Tax Period to a Straddle Period or Pre-Distribution Tax Period. (b) If, notwithstanding the provisions of Section 2.7(a), SpinCo TSYS is required to carry back losses or credits, SpinCo TSYS shall be entitled to any refund of any Tax obtained by Parent Synovus or a Parent Synovus Affiliate as a result of the carryback of losses or credits of SpinCo TSYS or a SpinCo TSYS Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund is limited to the lesser of (i) the reduction in the TSYS Separate Tax Liability for all tax periods resulting from the carryback or (ii) the net amount received by Parent Synovus or a Parent Synovus Affiliate (by refund, offset against other Taxes, or otherwise), net of any Tax Detriment incurred by Parent Synovus or such Affiliate resulting from such refund. Upon request by SpinCoTSYS, Parent Synovus shall advise SpinCo TSYS of an estimate of any Tax Detriment Parent Synovus projects will be associated with any carryback of losses or credits of SpinCo TSYS and its Affiliates provided in this Section 2.7(b). (c) If SpinCo TSYS has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo TSYS shall notify in writing Parent Synovus that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, and a certification by an appropriate officer of SpinCo TSYS setting forth SpinCoTSYS’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent Synovus pays any amount to SpinCo TSYS under Section 2.7(b) and, as a result of a subsequent Final Determination, SpinCo TSYS is not entitled to some or all of such amount, Parent Synovus shall notify SpinCo TSYS of the amount to be repaid to ParentSynovus, and SpinCo TSYS shall then repay such amount to ParentSynovus, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything in this Agreement, SpinCo Dealer shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by SpinCo Dealer or any Affiliate from a Post-–Distribution Tax Period to a Straddle Period or Pre-–Distribution Tax Period. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502–21T(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax laws, to waive the carryback of net operating losses for U.S. federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.7(a2.07(a), SpinCo Dealer is required to carry back carryback losses or credits, SpinCo Dealer shall be entitled to any refund Refund of any Tax obtained by Parent ADP or a Parent an ADP Affiliate as a result of the carryback of losses or credits of SpinCo Dealer or a SpinCo its Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund Refund is limited to the net amount received by Parent ADP or a Parent Affiliate (by refund, offset against other Taxes, or otherwise)an ADP Affiliate, net of any Tax Detriment cost incurred by Parent ADP or such Affiliate resulting from such refundRefund. Upon request by SpinCoDealer, Parent ADP shall advise SpinCo Dealer of an estimate of any Tax Detriment Parent cost ADP projects will be associated with any carryback of losses or credits of SpinCo and Dealer or its Affiliates as provided in this Section 2.7(b2.07(b). (c) If SpinCo Dealer has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo Dealer shall notify ADP in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund Refund and the amount thereof, and a certification by an appropriate officer of SpinCo Dealer setting forth SpinCoDealer’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent ADP pays any amount to SpinCo Dealer under Section 2.7(b2.07(b) and, as a result of a subsequent Final Determination, SpinCo Dealer is not entitled to some or all of such amount, Parent ADP shall notify SpinCo Dealer of the amount to be repaid to ParentADP, and SpinCo Dealer shall then repay such amount to ParentADP, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything in this Agreement, SpinCo Spinco shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by SpinCo Spinco or any Affiliate from a Post-Distribution Tax Period to a Straddle Period or Pre-Distribution Tax Period. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502-21(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax laws, to waive the carryback of net operating losses for federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.7(a2.9(a), SpinCo Spinco is required to carry back carryback losses or credits, SpinCo Spinco shall be entitled to any refund of any Tax obtained by Parent or a Parent Affiliate as a result of the carryback of losses or credits of SpinCo Spinco or a SpinCo its Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund is limited to the net amount received by Parent or a Parent Affiliate (by refund, offset against other Taxes, or otherwise), net of any Tax Detriment incurred by Parent or such Affiliate resulting from such refund. Upon request by SpinCoSpinco, Parent shall advise SpinCo Spinco of an estimate of any Tax Detriment Parent projects will be associated with any carryback of losses or credits of SpinCo and Spinco or its Affiliates as provided in this Section 2.7(b2.9(b). (c) If SpinCo Spinco has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo Spinco shall notify in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds ground for the refund and the amount thereof, and a certification by an appropriate officer of SpinCo Spinco setting forth SpinCoSpinco’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent pays any amount to SpinCo Spinco under Section 2.7(b2.9(b) and, as a result of a subsequent Final Determination, SpinCo Spinco is not entitled to some or all of such amount, Parent shall notify SpinCo Spinco of the amount to be repaid to Parent, and SpinCo Spinco shall then repay such amount to Parent, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything in this Agreement, SpinCo Broadridge shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by SpinCo Broadridge or any Affiliate from a Post-–Distribution Tax Period to a Straddle Period or Pre-–Distribution Tax Period. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502–21T(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax laws, to waive the carryback of net operating losses for U.S. federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.7(a2.07(a), SpinCo Broadridge is required to carry back carryback losses or credits, SpinCo Broadridge shall be entitled to any refund Refund of any Tax obtained by Parent ADP or a Parent an ADP Affiliate as a result of the carryback of losses or credits of SpinCo Broadridge or a SpinCo its Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund Refund is limited to the net amount received by Parent ADP or a Parent Affiliate (by refund, offset against other Taxes, or otherwise)an ADP Affiliate, net of any Tax Detriment cost incurred by Parent ADP or such Affiliate resulting from such refundRefund. Upon request by SpinCoBroadridge, Parent ADP shall advise SpinCo Broadridge of an estimate of any Tax Detriment Parent cost ADP projects will be associated with any carryback of losses or credits of SpinCo and Broadridge or its Affiliates as provided in this Section 2.7(b2.07(b). (c) If SpinCo Broadridge has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo Broadridge shall notify ADP in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund Refund and the amount thereof, and a certification by an appropriate officer of SpinCo Broadridge setting forth SpinCoBroadridge’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent ADP pays any amount to SpinCo Broadridge under Section 2.7(b2.07(b) and, as a result of a subsequent Final Determination, SpinCo Broadridge is not entitled to some or all of such amount, Parent ADP shall notify SpinCo Broadridge of the amount to be repaid to ParentADP, and SpinCo Broadridge shall then repay such amount to ParentADP, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything to the contrary in this Agreement, SpinCo shall file (or cause to be filed) on a timely basis any available election to waive the carryback of net operating losses, Tax credits or other Tax Items by SpinCo or any Affiliate from a Post-–Distribution Tax Period to a Straddle Period or Pre-–Distribution Tax Period. Such elections shall include, but not be limited to, the election described in Treasury Regulation Section 1.1502–21(b)(3)(ii)(B), and any analogous election under state, local, or foreign Income Tax laws, to waive the carryback of net operating losses for U.S. federal Income Tax purposes. (b) If, notwithstanding the provisions of Section 2.7(a2.07(a), SpinCo is required to carry back carryback losses or credits, SpinCo shall be entitled to any refund Refund of any Tax obtained by Parent NOV or a Parent an NOV Affiliate as a result of the carryback of losses or credits of SpinCo or a SpinCo its Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund Refund is limited to the net amount received by Parent NOV or a Parent Affiliate (by refund, offset against other Taxes, or otherwise)an NOV Affiliate, net of any Tax Detriment cost incurred by Parent NOV or such Affiliate resulting from such refundRefund. Upon request by SpinCo, Parent NOV shall advise SpinCo of an estimate of any Tax Detriment Parent cost NOV projects will be associated with any carryback of losses or credits of SpinCo and or its Affiliates as provided in this Section 2.7(b2.07(b). (c) If SpinCo has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo shall notify NOV in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund Refund and the amount thereof, and a certification by an appropriate officer of SpinCo setting forth SpinCo’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent NOV pays any amount to SpinCo under Section 2.7(b2.07(b) and, as a result of a subsequent Final Determination, SpinCo is not entitled to some or all of such amount, Parent NOV shall notify SpinCo of the amount to be repaid to ParentNOV, and SpinCo shall then repay such amount to ParentNOV, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything in this AgreementTo the extent permitted by law, any member of the SpinCo Group shall be entitled, but not required, to carry back any Tax Attribute from a taxable period ending after the Distribution Date to a taxable period ending before or including the Distribution Date. At the direction of SpinCo, Parent shall file (or cause to be filed) on any claim for refund relating to such carryback. Any refund of taxes resulting from any such carryback by a timely basis any available election member of the SpinCo Group shall be payable to waive SpinCo as provided in Section 4.01. In addition, if the SpinCo Tax Attribute is carried to a Common Consolidated Tax Return and reduces the separate return tax liability of the SpinCo Group (within the meaning of Section 2.03(c)), SpinCo's share of the Common Consolidated Tax Return liability for the carryback year shall be recomputed ("SpinCo's Recomputed Share"), and Parent shall pay to SpinCo an amount equal to the sum of (i) the excess of SpinCo's share of the Common Consolidated Tax Return liability as originally computed (but not in excess of SpinCo's payment of such liability) over SpinCo's Recomputed Share, and (ii) the payments made by SpinCo for the use of a Tax Attribute of the Parent Group to the extent the Tax Attribute of the Parent Group is replaced by the Tax Attribute of the SpinCo Group as a result of the carryback. SpinCo shall indemnify and hold the Parent Group harmless on an After Tax Basis for any tax liability that results from any refund claim relating to a carryback under this Section 3.01(a). Notwithstanding any other provision of this Agreement to the contrary, Parent shall be considered the Controlling Party for purposes of Article V for any tax audit or proceeding involving a Common Consolidated Tax Return for any period ending before or including the Distribution Date to which the net operating losses, Tax credits loss or other Tax Items item is carried and Parent shall have sole right to contest such audit or proceeding and to employ advisors of its choice under Section 5.01 provided, however, that Parent shall (i) permit SpinCo to participate at its own expense in any proceedings relating to any claim for refund pursuant to this Section 3.01(a); (ii) at SpinCo's request, contest any denial (in whole or in part) of any such claim for refund, provided that SpinCo shall agree to pay to Parent on demand all out-of-pocket costs, losses and expenses (including, but not limited to, legal and accounting fees) paid or incurred by Parent in connection with contesting such claim; (iii) not settle any such claim for refund without SpinCo's consent (which consent shall not be unreasonably delayed or withheld); provided that if Parent wishes to settle such claim and SpinCo does not consent, SpinCo will pay to Parent on demand all out-of-pocket costs, losses and expenses (including, but not limited to, legal and accounting fees) paid or incurred by Parent in connection with contesting such claim, regardless of whether SpinCo requested such claim to be contested; and (iv) to the extent SpinCo is not participating, shall keep SpinCo informed as to all significant developments relating to any Affiliate from a Post-Distribution Tax Period to a Straddle Period such claim for refund or Pre-Distribution Tax Periodthe contest of any denial thereof. (b) IfTo the extent permitted by law, notwithstanding any member of the provisions of Section 2.7(a)Parent Group shall be entitled, SpinCo is required but not required, to carry back losses any net operating loss or credits, SpinCo other item from a taxable period ending after the Distribution Date to a taxable period ending before or including the Distribution Date. Any refund of taxes resulting from any such carryback by a member of the Parent Group shall be entitled payable to Parent as provided in Section 4.01. Parent shall indemnify and hold the SpinCo Group harmless for any tax liability that results from any refund claim relating to a carryback under this Section 3.01(b). Notwithstanding any other provision of any Tax obtained by Parent or a Parent Affiliate as a result of the carryback of losses or credits of SpinCo or a SpinCo Affiliate from any Post-Distribution Tax Period to any Pre-Distribution Tax Period or Straddle Period. Such refund is limited this Agreement to the net amount received by Parent or a Parent Affiliate (by refund, offset against other Taxes, or otherwise), net of any Tax Detriment incurred by Parent or such Affiliate resulting from such refund. Upon request by SpinCocontrary, Parent shall advise SpinCo be considered the Controlling Party for purposes of an estimate of Article V for any Tax Detriment Parent projects will be associated with tax audit or proceeding involving any carryback of losses period ending before or credits of SpinCo and its Affiliates provided in this Section 2.7(b). (c) If SpinCo has a Tax Item that must be including the Distribution Date to which the net operating loss or other item is carried back and Parent shall have sole right to any Pre-Distribution Tax Period, SpinCo shall notify in writing Parent that contest such Tax Item must be carried back. Such notification shall include a description in reasonable detail audit or proceeding and to employ advisors of the grounds for the refund and the amount thereof, and a certification by an appropriate officer of SpinCo setting forth SpinCo’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent pays any amount to SpinCo its choice under Section 2.7(b) and, as a result of a subsequent Final Determination, SpinCo is not entitled to some or all of such amount, Parent shall notify SpinCo of the amount to be repaid to Parent, and SpinCo shall then repay such amount to Parent, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto5.01.

Carrybacks. (a) Notwithstanding anything in this AgreementTo the extent permitted by law, SpinCo any member of the Spinco Group shall be entitled to carry back any net operating loss or other item from a taxable period ending after the Date of the Second Distribution to a taxable period ending on or before the Date of the Second Distribution. At the direction of Spinco, Parent shall file (any claim for refund relating to such carry back. Any refund of taxes resulting from any such carryback by a member of the Spinco Group shall be payable to Spinco as provided in Section 4.01. Spinco shall indemnify and hold Parent harmless for any tax liability that results from any refund claim relating to a carryback under this Section 3.01(a). Notwithstanding any other provision of this Agreement to the contrary, Spinco shall be considered the Controlling Party for purposes of Article V for any tax audit or cause proceeding involving any period ending on or before the Date of the Second Distribution to be filed) on a timely basis any available election to waive which the carryback of net operating losses, Tax credits loss or other Tax Items by SpinCo item is carried back and Spinco shall have sole right to contest such audit or any Affiliate from a Post-Distribution Tax Period proceeding and to a Straddle Period or Pre-Distribution Tax Periodemploy advisors of its choice under Section 5.01. (b) IfTo the extent permitted by law, notwithstanding any member of the provisions of Section 2.7(aParent Group shall be entitled, upon consent from Spinco (which consent shall not be unreasonably delayed or withheld), SpinCo is required to carry back losses any net operating loss or credits, SpinCo other item from a taxable period ending after the Date of the Second Distribution to a taxable period ending on or before the Date of the Second Distribution. Parent shall be entitled responsible for filing any claim for refund relating to such carry back, except that Parent shall not file any claim without prior written approval of such claim by Spinco (which approval shall not be unreasonably delayed or withheld). Any refund of taxes resulting from any such carryback by a member of the Parent Group shall be payable to Parent as provided in Section 4.01. Parent shall indemnify and hold Spinco harmless for any tax liability that results from any refund claim relating to a carryback under this Section 3.01(b). Notwithstanding any other provision of this Agreement to the contrary, Spinco shall be considered the Controlling Party for purposes of Article V for any tax audit or proceeding involving any period ending on or before the Date of the Second Distribution to which the net operating loss or other item is carried back and Spinco shall have sole right to contest such audit or proceeding and to employ advisors of its choice under Section 5.01 provided, however, that Spinco shall (i) permit Parent to participate at its own expense in any proceedings relating to any claim for refund pursuant to this Section 3.01(b); (ii) shall, at Parent's request, contest any denial (in whole or in part) of any Tax obtained such claim for refund, provided that Parent shall agree to pay to Spinco on demand all out-of-pocket costs, losses and expenses (including, but not limited to, legal and accounting fees) paid or incurred by Spinco in connection with contesting such claim; (iii) not settle any such claim for refund without Parent's consent (which consent shall not be unreasonably delayed or withheld); provided that if Spinco wishes to settle such claim and Parent does not consent, Parent will pay to Spinco on demand all out-of-pocket costs, losses and expenses (including, but not limited to, legal and accounting fees) paid or a incurred by Spinco in connection with contesting such claim, regardless of whether Parent Affiliate requested such claim to be contested; and (iv) to the extent Parent is not participating, shall keep Parent informed as a result of the carryback of losses or credits of SpinCo or a SpinCo Affiliate from any Post-Distribution Tax Period to all significant developments relating to any Pre-Distribution Tax Period such claim for refund or Straddle Period. Such refund is limited to the net amount received by Parent or a Parent Affiliate (by refund, offset against other Taxes, or otherwise), net contest of any Tax Detriment incurred by Parent or such Affiliate resulting from such refund. Upon request by SpinCo, Parent shall advise SpinCo of an estimate of any Tax Detriment Parent projects will be associated with any carryback of losses or credits of SpinCo and its Affiliates provided in this Section 2.7(b)denial thereof. (c) If SpinCo has To the extent Parent elects to carry back any net operating loss or other item from a Tax Item that must be carried taxable period beginning after the Date of the Second Distribution to a Stub Period (any refund resulting from which carry back to be payable to Parent as provided in Section 4.01), Spinco shall not be liable (notwithstanding clause (i) of Section 2.03(a) to the contrary) for any Pre-Distribution Tax Period, SpinCo shall notify in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, and a certification by an appropriate officer of SpinCo setting forth SpinCo’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising tax liability resulting from a Reportable Transactionclaim of refund for such carry back. (d) If Parent pays any amount to SpinCo under Section 2.7(b) and, as a result of a subsequent Final Determination, SpinCo is not entitled to some or all of such amount, Parent shall notify SpinCo of the amount to be repaid to Parent, and SpinCo shall then repay such amount to Parent, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.

Carrybacks. (a) Notwithstanding anything in this AgreementTo the extent permitted by law, SpinCo any member of the Spinco Group shall be entitled to carry back any net operating loss or other item from a taxable period ending after the Date of the Second Distribution to a taxable period ending on or before the Date of the Second Distribution. At the direction of Spinco, NSI-Del shall file (any claim for refund relating to such carry back. Any refund of taxes resulting from any such carryback by a member of the Spinco Group shall be payable to Spinco as provided in Section 4.01. Spinco shall indemnify and hold NSI-Del harmless for any tax liability that results from any refund claim relating to a carryback under this Section 3.01(a). Notwithstanding any other provision of this Agreement to the contrary, Spinco shall be considered the Controlling Party for purposes of Article V for any tax audit or cause proceeding involving any period ending on or before the Date of the Second Distribution to be filed) on a timely basis any available election to waive which the carryback of net operating losses, Tax credits loss or other Tax Items by SpinCo item is carried back and Spinco shall have sole right to contest such audit or any Affiliate from a Post-Distribution Tax Period proceeding and to a Straddle Period or Pre-Distribution Tax Periodemploy advisors of its choice under Section 5.01. (b) IfTo the extent permitted by law, notwithstanding any member of the provisions of Section 2.7(aNSI-Del Group shall be entitled, upon consent from Spinco (which consent shall not be unreasonably delayed or withheld), SpinCo is required to carry back losses any net operating loss or credits, SpinCo other item from a taxable period ending after the Date of the Second Distribution to a taxable period ending on or before the Date of the Second Distribution. NSI-Del shall be entitled responsible for filing any claim for refund relating to such carry back, except that NSI-Del shall not file any claim without prior written approval of such claim by Spinco (which approval shall not be unreasonably delayed or withheld). Any refund of taxes resulting from any Tax obtained such carryback by Parent or a Parent Affiliate as a result member of the carryback of losses or credits of SpinCo or a SpinCo Affiliate from any PostNSI-Distribution Tax Period Del Group shall be payable to any PreNSI-Distribution Tax Period or Straddle Period. Such refund is limited to the net amount received by Parent or a Parent Affiliate (by refund, offset against other Taxes, or otherwise), net of any Tax Detriment incurred by Parent or such Affiliate resulting from such refund. Upon request by SpinCo, Parent shall advise SpinCo of an estimate of any Tax Detriment Parent projects will be associated with any carryback of losses or credits of SpinCo and its Affiliates Del as provided in this Section 2.7(b)4.01. (c) If SpinCo has a Tax Item that must be carried back to any Pre-Distribution Tax Period, SpinCo shall notify in writing Parent that such Tax Item must be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, and a certification by an appropriate officer of SpinCo setting forth SpinCo’s belief (together with supporting analysis) that the Tax treatment of such Tax Item is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If Parent pays any amount to SpinCo under Section 2.7(b) and, as a result of a subsequent Final Determination, SpinCo is not entitled to some or all of such amount, Parent shall notify SpinCo of the amount to be repaid to Parent, and SpinCo shall then repay such amount to Parent, together with any interest, fines, additions to Tax, penalties or any other additional amounts imposed by a Taxing Authority relating thereto.