Common use of Carryforwards and Carrybacks Clause in Contracts

Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their Subsidiaries, to the extent permitted by applicable Law, not to carry back into any Pre-Closing Tax Period, and to carry forward into any taxable period beginning after the Closing Date any Tax Asset arising after the Closing Date (a “Subsequent Loss”) that could, whether in the absence of an election or otherwise, be carried back to a Pre-Closing Tax Period. Purchaser shall take, and shall cause its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to take, all steps reasonably necessary to avoid such carry back (and achieve such carryforward), including by making all necessary elections. If a Subsequent Loss is not permitted by applicable Law to be carried forward into any taxable period beginning after the Closing Date and is required to be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback of such Subsequent Loss into any such Pre-Closing Tax Period; provided that Purchaser shall indemnify and hold Seller Parent and its Affiliates harmless from and against any Tax Liability resulting from the carryback of a Subsequent Loss and any other costs and expenses associated with or incurred in connection with obtaining, collecting or paying over a refund resulting from such carryback to the extent such carryback of a Subsequent Loss is reflected on a Seller Combined Tax Return. To the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Seller Parent.

Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their SubsidiariesSubsidiaries to elect, to the extent when permitted by applicable Lawlaw, not to carry back into any Pre-Closing Tax Period, and to carry forward into any taxable period beginning after the Closing Date any Tax Asset net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit arising after the Closing Date (a “Subsequent Loss”) that could, whether in the absence of such an election or otherwiseelection, be carried back to a Pre-taxable period of the 105 Conveyed Subsidiaries or any of their Subsidiaries that ends on or before the Closing Date or that includes the Closing Date, provided such election does not preclude Purchaser from recognizing the benefit of any net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit before it expires under applicable local Tax Periodlaw. Purchaser, on its own behalf and on behalf of its Affiliates, hereby waives any right to use or apply any such net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries as such a carryback except as provided in the preceding sentence. If as required by Law or to prevent the expiration of the Tax benefits referred to in the preceding sentence any net operating loss, net capital loss, foreign tax credit, research and development credit, or any other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries shall be carried back to any such period, Purchaser shall take, indemnify Pfizer and shall cause its Affiliates (including other than the Conveyed Subsidiaries and or any of their Subsidiaries) to take, for all steps reasonably necessary to avoid such carry back (and achieve such carryforward), including by making all necessary elections. If a Subsequent Loss is not permitted by applicable Law to be carried forward into any taxable period beginning after the Closing Date and is required to be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback of such Subsequent Loss into any such Pre-Closing Tax Period; provided that Purchaser shall indemnify and hold Seller Parent and its Affiliates harmless from and against any Tax Liability resulting from the carryback of a Subsequent Loss and any other reasonable costs and expenses associated with incurred by Pfizer or incurred any of such Affiliates in filing such claims or in connection with obtaining, collecting or paying over a refund resulting from such carryback to the extent such carryback of a Subsequent Loss is reflected on a Seller Combined Tax Return. To the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect audit of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Seller Parent.claims. 106 (e)

Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their SubsidiariesSubsidiaries to elect, to the extent when permitted by applicable Lawlaw, not to carry back into any Pre-Closing Tax Period, and to carry forward into any taxable period beginning after the Closing Date any Tax Asset net operating loss, charitable contribution or other item arising after the Closing Date (a “Subsequent Loss”) that could, whether in the absence of such an election or otherwiseelection, be carried back to a Pre-taxable period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date in which the Conveyed Subsidiaries or any of their Subsidiaries were included in a Consolidated Tax PeriodReturn of Pfizer and its Affiliates. Purchaser, on its own behalf and on behalf of its Affiliates, hereby waives any right to use or apply any net operating loss, charitable contribution or other item (other than any net capital loss, foreign tax credit or research and development credit) of the Conveyed Subsidiaries or any of their Subsidiaries for any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date and reserves the right to use or apply any such net capital loss, foreign tax credit or research and development credit of the Conveyed Subsidiaries or any of their Subsidiaries for any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date; provided, however, that if any such net capital loss, foreign tax credit or research and development credit shall be carried back to any such period, Purchaser shall take, indemnify Pfizer and shall cause its Affiliates (including other than the Conveyed Subsidiaries or any of their Subsidiaries) for all reasonable costs and expenses incurred by Pfizer or any of such Affiliates in filing such claims or in connection with any audit of such claims. Notwithstanding anything to the contrary herein, Purchaser shall be entitled to the benefit of any loss carryforward of the Conveyed Subsidiaries and their Subsidiaries) Subsidiaries relating to take, all steps reasonably necessary taxable periods ending on or prior to avoid such carry back (and achieve such carryforward), including by making all necessary elections. If a Subsequent Loss is not permitted by applicable Law to be carried forward into any taxable period beginning after the Closing Date and is required to be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback of such Subsequent Loss into any such Pre-Closing Tax PeriodDate; provided that Purchaser shall indemnify and hold Seller Parent and its Affiliates harmless from and against any Tax Liability resulting from agrees to reimburse Pfizer (for the carryback of a Subsequent Loss Taxes and any other costs and expenses associated with or incurred in connection with obtaining, collecting or paying over a refund Taxes resulting from such carryback reimbursement) to the extent such carryback that the Taxes of the Conveyed Subsidiaries and their Subsidiaries for any taxable period ending on or prior to the Closing Date are increased as a result of a Subsequent Loss is reflected on a Seller Combined Tax Return. To Claim, as defined in Section 7.4(i) hereof, and such Taxes would have been reduced or avoided but for the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect use of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed carryforward by such Governmental Authority, to Seller ParentPurchaser.

Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their Subsidiaries, M&F will immediately pay to the extent permitted by applicable Law, not to carry back into Buyer any Pre-Closing Tax Period, and to carry forward into any taxable period beginning refund (or reduction in Tax liability) resulting from a carryback of a Tax attribute accrued after the Closing Date of any of the Acquired Companies and the Subsidiaries into the M&F consolidated Tax Return, when such refund or reduction is realized by the M&F group. M&F shall use its commercially reasonable best efforts to cooperate with the Acquired Companies and the Subsidiaries in obtaining such refunds (or reduction in Tax liability), including through the filing of amended Tax Returns or refund claims. The Buyer agrees to indemnify M&F for any Taxes resulting from the disallowance of such Tax attribute on audit or otherwise. Buyer will immediately pay to M&F any Tax Asset refund (or reduction in Tax liability) resulting from a carryforward of a Tax attribute attributable to a taxable period ending prior to the Closing Date or any adjustments to items of income, gain, loss, deductions or credits arising in a taxable period ending prior to the Closing Date which give rise to, or result in, a corresponding adjustment in such items in periods after the Closing Date of the Acquired Companies or the Subsidiaries when such refund or reduction is realized by Buyer, the Acquired Companies or the Subsidiaries, provided, however, that Buyer will not be required to pay M&F or Sellers for any benefits resulting from utilization of net operating losses of Revlon S.L. generated prior to the Closing Date. Buyer, the Acquired Companies and the Subsidiaries, shall use their respective commercially reasonable best efforts to cooperate with M&F in obtaining such adjustments, refunds (a “Subsequent Loss”) that could, whether or reduction in the absence of an election or otherwise, be carried back to a Pre-Closing Tax Period. Purchaser shall take, and shall cause its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to take, all steps reasonably necessary to avoid such carry back (and achieve such carryforwardliability), including by making all necessary electionsincluding, without limitation, through the filing of amended Tax Returns or refund claims. If a Subsequent Loss is not permitted by applicable Law M&F agrees to be carried forward into indemnify Buyer for any taxable period beginning after the Closing Date and is required to be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback the disallowance of such Subsequent Loss into any such Pre-Closing Tax Period; provided that Purchaser shall indemnify and hold Seller Parent and its Affiliates harmless from and against any Tax Liability resulting from the carryback of a Subsequent Loss and any other costs and expenses associated with attribute or incurred in connection with obtaining, collecting adjustment on audit or paying over a refund resulting from such carryback to the extent such carryback of a Subsequent Loss is reflected on a Seller Combined Tax Return. To the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Seller Parentotherwise.

Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their SubsidiariesSubsidiaries to elect, to the extent when permitted by applicable Lawlaw, not to carry back into any Pre-Closing Tax Period, and to carry forward into any taxable period beginning after the Closing Date any Tax Asset net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit arising after the Closing Date (a “Subsequent Loss”) that could, whether in the absence of such an election or otherwiseelection, be carried back to a Pre-taxable period of the Conveyed Subsidiaries or any of their Subsidiaries that ends on or before the Closing Date or that includes the Closing Date, provided such election does not preclude Purchaser from recognizing the benefit of any net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit before it expires under applicable local Tax Periodlaw. Purchaser, on its own behalf and on behalf of its Affiliates, hereby waives any right to use or apply any such net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries as such a carryback except as provided in the preceding sentence. If as required by Law or to prevent the expiration of the Tax benefits referred to in the preceding sentence any net operating loss, net capital loss, foreign tax credit, research and development credit, or any other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries shall be carried back to any such period, Purchaser shall take, 92 101 indemnify Pfizer and shall cause its Affiliates (including other than the Conveyed Subsidiaries and or any of their Subsidiaries) to take, for all steps reasonably necessary to avoid such carry back (and achieve such carryforward), including by making all necessary elections. If a Subsequent Loss is not permitted by applicable Law to be carried forward into any taxable period beginning after the Closing Date and is required to be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback of such Subsequent Loss into any such Pre-Closing Tax Period; provided that Purchaser shall indemnify and hold Seller Parent and its Affiliates harmless from and against any Tax Liability resulting from the carryback of a Subsequent Loss and any other reasonable costs and expenses associated with incurred by Pfizer or incurred any of such Affiliates in filing such claims or in connection with obtaining, collecting or paying over a refund resulting from such carryback to the extent such carryback of a Subsequent Loss is reflected on a Seller Combined Tax Return. To the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect audit of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Seller Parentclaims.

Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their SubsidiariesSubsidiaries to elect, to the extent when permitted by applicable Lawlaw, not to carry back into any Pre-Closing Tax Period, and to carry forward into any taxable period beginning after the Closing Date any Tax Asset net operating loss, charitable contribution or other item arising after the Closing Date (a “Subsequent Loss”) that could, whether in the absence of such an election or otherwiseelection, be carried back to a Pre-Closing Tax Period. Purchaser shall take, and shall cause its Affiliates (including taxable period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date in which the Conveyed Subsidiaries or any of their Subsidiaries were included in a Consolidated Tax Return of Pfizer and its Affiliates. Purchaser, on its own behalf and on behalf of its Affiliates, hereby waives any right to use or apply any net operating loss, charitable contribution or other item (other than any net capital loss, foreign tax credit or research and development credit) of the Conveyed Subsidiaries or any of their Subsidiaries) Subsidiaries for any tax year ending on any date following the Closing Date to take, all steps reasonably necessary to avoid such carry back (and achieve such carryforward), including by making all necessary elections. If a Subsequent Loss is not permitted by applicable Law to be carried forward into any taxable period beginning after of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date and is required reserves the right to use or apply any such net capital loss, foreign tax credit or research and development credit of the Conveyed Subsidiaries or any of their Subsidiaries for any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date; provided, however, that if any such net capital loss, foreign tax credit or research and development credit shall be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback of such Subsequent Loss into any such Pre-Closing Tax Period; provided that period, Purchaser shall indemnify and hold Seller Parent Pfizer and its Affiliates harmless from and against (other than the Conveyed Subsidiaries or any Tax Liability resulting from the carryback of a Subsequent Loss and any other their Subsidiaries) for all reasonable costs and expenses associated with incurred by Pfizer or incurred any of such Affiliates in filing such claims or in connection with obtaining, collecting or paying over a refund resulting from such carryback to the extent such carryback of a Subsequent Loss is reflected on a Seller Combined Tax Return. To the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect audit of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Seller Parentclaims.