Common use of Carryovers, Refunds, and Related Matters Clause in Contracts

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) shall be the property of the applicable Company or Subsidiary, or their respective successors, and shall be retained by the applicable Company or Subsidiary, or their respective successors. For the avoidance of doubt, any refund or rebate of Taxes attributable in part or in whole to the compensation deduction for a Company or Subsidiary associated with the cancellation of compensatory options shall be retained by such Company or Subsidiary. (ii) If any item of loss or credit of one of the Companies or the Subsidiaries for a Post-Closing Period is carried back to a Pre-Closing Period, is used or otherwise absorbed and results in a refund or a reduction of Taxes otherwise payable, then such amounts shall be retained by the applicable Company or Subsidiary, or their respective successors. To the extent necessary, the Management Sellers shall cooperating (including filing amended returns if necessary) in obtaining such amounts. (iii) In the event that one of the Companies or the Subsidiaries (or successor thereto) realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer may, in its sole discretion, carry forward such loss or credit. (iv) The Buyer shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Period.

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to VHS that is attributable to a Post-Closing Period shall be the property of OnPoint and shall be retained by OnPoint (or promptly paid by the VHS Stockholders receiving such refund to OnPoint if any Company such refund (or Subsidiary interest thereon) is received by a VHS Stockholder), unless (A) such refund is attributable to the carry forward of a Tax item attributable to a Pre-Closing Period or (B) such refund is in respect of a Tax liability the economic burden of which was effectively borne by the VHS Stockholders through the indemnity provisions hereof, in either of which cases the amount of such refund of Taxes (including any interest thereon) shall promptly be paid to the property of the applicable Company or Subsidiary, or their respective successors, and shall be retained by the applicable Company or Subsidiary, or their respective successorsVHS Stockholders. For the avoidance purposes of doubtthis Agreement, any a refund or rebate of Taxes attributable will include not only refunds in part respect of which a payment is received, but also refunds effectively received through an offset, credit or in whole to the compensation deduction for a Company or Subsidiary associated with the cancellation of compensatory options shall be retained by such Company or Subsidiaryother mechanism. (ii) If after the Closing Date, VHS receives a refund of any item of loss or credit of one of the Companies or the Subsidiaries for a Post-Closing Period Tax that is carried back attributable to a Pre-Closing Period, is used or otherwise absorbed and results in a then OnPoint shall cause VHS to promptly pay to the VHS Stockholders the amount of such refund or a reduction of Taxes otherwise payable, then such amounts shall be retained by the applicable Company or Subsidiary, or their respective successors. To the extent necessary, the Management Sellers shall cooperating (including filing amended returns if necessary) in obtaining such amountstogether with any interest thereon. (iii) In applying Sections 4.10(d)(i) and (ii), any refund of Taxes (including any interest thereon) for a taxable period that includes but does not end on the event that one of the Companies or the Subsidiaries (or successor thereto) realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer may, in its sole discretion, carry forward such loss or credit. (iv) The Buyer Date shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause be allocated between the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Preand the Post-Closing PeriodPeriod in accordance with the principles of Section 4.10(c).

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) that relates to the Company that is attributable to a Post-Closing Period shall be the property of the applicable Company or SubsidiaryCompany, or their respective successorsas applicable, and shall be retained by the applicable Company (or promptly paid by the Sellers to the Company if any such refund (or interest thereon) is received by a Seller or any Subsidiary or Affiliate of a Seller). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by the Company or Subsidiaryan Affiliate of the Company in a Post-Closing Period that results from the carryforward of any Tax attribute from a Pre-Closing Period shall be the property of the Company or Affiliate of the Company and shall be retained by the Company or Affiliate of the Company, as applicable. (ii) If (A) after the Closing Date, the Company or their respective successors. For any of its Affiliates receives a refund of any Tax that is attributable to a Pre-Closing Period (for the avoidance of doubt, a refund that results from the carryforward of a Tax attribute from a Pre-Closing Period as provided in Section 5.10(e)(i) is not considered attributable to a Pre-Closing Period), (B) the Tax was paid by (1) a Seller on or after the Closing Date or (2) any refund Seller and any Subsidiary or rebate Affiliate of Taxes attributable in part such Seller, or in whole the Company prior to the compensation deduction for a Closing Date and (C) Section 5.10(e)(iv) does not apply, then the Company or Subsidiary associated the Affiliate of the Company, as the case may be, promptly shall pay or cause to be paid to the Sellers the amount of such refund (except to the extent that the right to such refund was treated as a Current Asset that was taken into account in the determination of Final Working Capital) together with any interest thereon (other than, for the cancellation avoidance of compensatory options shall be retained by doubt, interest on any portion of such Company or Subsidiaryrefund that was treated as a Current Asset that was taken into account in the determination of Final Working Capital), but net of any Taxes imposed on any Buyer Indemnitee with respect thereto. (iiiii) In applying Section 5.10(e)(i) and Section 5.10(e)(ii), any refund of Taxes (including any interest thereon) for a taxable period that includes but does not end on the Closing Date shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with the principles of Section 5.10(c). (iv) If any item of loss or credit of one of the Companies Company (or the Subsidiaries successor thereto) for a Post-Closing Period is carried back to a Pre-Closing Period, is used or otherwise absorbed and results in a refund or a reduction of Taxes otherwise payable, then the Representative shall cause the Sellers to, within ten Business Days following the receipt of any such amounts shall be retained by refund, notice of credit against Tax, or other final Tax benefit, pay the applicable portion of such refund or benefit attributable to such carryback to the Company or Subsidiarysuch Subsidiary of the Company, as the case may be. The Sellers shall seek, or cause their respective successors. To Affiliates to seek at the extent necessaryBuyer’s expense, such refund or benefit at the Management Sellers shall cooperating (Buyer’s request, including through the filing of amended returns if necessary) in obtaining such amountsTax Returns or claims for refund. (iiiv) In the event that one the Company or any of the Companies or the Subsidiaries (or successor thereto) its Affiliates realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer Company or such Affiliate may, in its sole discretion, carry forward such loss or credit. (iv) The Buyer shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Period.

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) that relates to any of the Target Companies and that is attributable to a Post-Closing Period shall be the property of the applicable Company or SubsidiaryTarget Companies, or their respective successorsas applicable, and shall be retained by the Target Companies (or, if any such refund (or interest thereon) is received by a Seller or any of its Affiliates, promptly paid by such Seller to the applicable Target Company or Subsidiary, or their respective successorsBuyer). For Without limiting the avoidance generality of doubtthe preceding sentence, any such refund or rebate other benefit realized by a Target Company in a Post-Closing Period that results from the carryforward of Taxes attributable in part or in whole to any Tax attribute from a Pre-Closing Period shall be the compensation deduction for a property of such Target Company or Subsidiary associated with the cancellation of compensatory options and shall be retained by such Target Company or Subsidiaryonly if a Section 338(h)(10) Election is not made. (ii) If (A) after the Closing Date, any item of loss or credit of one of the Target Companies or the Subsidiaries for receives a Postrefund of any Tax that is attributable to a Pre-Closing Period is carried back (for the avoidance of doubt, a refund that results from the carryforward of a Tax attribute from a Pre-Closing Period as provided in Section 6.3(e)(i) shall be considered attributable to a Pre-Closing Period), is used (B) the Tax was paid by (1) a Seller Party on or otherwise absorbed after the Closing Date or (2) a Seller Party or any Target Company prior to the Closing Date, and results in a refund or a reduction of Taxes otherwise payable(C) Section 6.3(e)(iv) does not apply, then the Target Company promptly shall pay or cause to be paid within ten (10) Business Days following receipt of any such amounts shall be retained by the applicable Company or Subsidiaryrefund, notice of credit against Tax, or their respective successorsother final Tax benefit to Sellers the amount of such refund together with any interest thereon, but net of any Taxes imposed on any Tax Indemnitee with respect thereto. To the extent necessary“Seller Party” means Sellers and any Affiliates of Sellers, the Management Sellers shall cooperating (including filing amended returns if necessary) in obtaining such amounts. (iii) In the event that one other than any of the Companies or the Subsidiaries (or successor thereto) realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer may, in its sole discretion, carry forward such loss or creditTarget Companies. (iv) The Buyer shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Period.

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) that relates to any of the Acquired Companies and that is attributable to a Post-Closing Period shall be the property of the applicable Company or SubsidiaryAcquired Companies, or their respective successorsas applicable, and shall be retained by the Acquired Companies (or, if any such refund (or interest thereon) is received by a Seller or any of its Affiliates, promptly paid by such Seller to the applicable Acquired Company or Subsidiary, or their respective successorsBuyer). For Without limiting the avoidance generality of doubtthe preceding sentence, any such refund or rebate other benefit realized by an Acquired Company in a Post-Closing Period that results from the carryforward of Taxes attributable in part or in whole to any Tax attribute from a Pre-Closing Period shall be the compensation deduction for a property of such Acquired Company or Subsidiary associated with the cancellation of compensatory options and shall be retained by such Company or SubsidiaryAcquired Company. (ii) If (A) after the Closing Date, any item of loss or credit of one of the Acquired Companies or the Subsidiaries for receives a Postrefund of any Tax that is attributable to a Pre-Closing Period (for the avoidance of doubt, a refund that results from the carryforward of a Tax attribute from a Pre-Closing Period as provided in Section 6.3(e)(i) is carried back not considered attributable to a Pre-Closing Period), is used (B) the Tax was paid by (1) a Seller Party on or otherwise absorbed after the Closing Date or (2) a Seller Party or any Acquired Company prior to the Closing Date, and results in a refund or a reduction of Taxes otherwise payable(C) Section 6.3(e)(iv) does not apply, then the Acquired Company promptly shall pay or cause to be paid within 10 Business Days following receipt of any such amounts shall be retained by the applicable Company or Subsidiaryrefund, notice of credit against Tax, or their respective successorsother final Tax benefit to Sellers the amount of such refund together with any interest thereon, but net of any Taxes imposed on any Tax Indemnitee with respect thereto. To the extent necessary“Seller Party” means Sellers and any Affiliates of Sellers, the Management Sellers shall cooperating (including filing amended returns if necessary) in obtaining such amounts. (iii) In the event that one other than any of the Companies or the Subsidiaries (or successor thereto) realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer may, in its sole discretion, carry forward such loss or creditAcquired Companies. (iv) The Buyer shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Period.

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) that relates to the Company that is attributable to a Post-Closing Period shall be the property of the applicable Company or SubsidiaryCompany, or their respective successorsas applicable, and shall be retained by the applicable Company (or promptly paid by the Stockholders to the Company if any such refund (or interest thereon) is received by a Stockholder or any Subsidiary or Affiliate of a Stockholder). Without limiting the generality of the immediately preceding sentence, any such refund or other benefit realized by the Company or Subsidiaryan Affiliate of the Company in a Post-Closing Period that results from the carryforward of any Tax attribute from a Pre-Closing Period shall be the property of the Company or Affiliate of the Company and shall be retained by the Company or Affiliate of the Company, as applicable. (ii) If (A) after the Closing Date, the Company or their respective successors. For any of its Affiliates receives a refund of any Tax that is attributable to a Pre-Closing Period (for the avoidance of doubt, a refund that results from the carryforward of a Tax attribute from a Pre-Closing Period as provided in Section 6.10(f)(i) is not considered attributable to a Pre-Closing Period), (B) the Tax was paid by (1) a Stockholder on or after the Closing Date or (2) any refund Stockholder and any Subsidiary or rebate Affiliate of Taxes attributable in part such Stockholder (other than the Company) or in whole the Company prior to the compensation deduction for a Closing Date and (C) Section 6.10(f)(iv) does not apply, then the Company or Subsidiary associated the Affiliate of the Company, as the case may be, promptly shall pay or cause to be paid to the Stockholders the amount of such refund (except to the extent that the right to such refund was treated as a current asset that actually increased Final Working Capital) together with any interest thereon (other than, for the cancellation avoidance of compensatory options shall be retained by doubt, interest on any portion of such Company or Subsidiaryrefund that was treated as a current asset that actually increased Final Working Capital), but net of any Taxes imposed on any Purchaser Indemnitee with respect thereto. (iiiii) In applying Section 6.10(f)(i) and Section 6.10(f)(ii), any refund of Taxes (including any interest thereon) for a taxable period that includes but does not end on the Closing Date shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with the principles of Section 6.10(c). (iv) If any item of loss or credit of one the Company or any of the Companies its Subsidiaries (or the Subsidiaries successor thereto) for a Post-Closing Period is carried back to a Pre-Closing Period, is used or otherwise absorbed and results in a refund or a reduction of Taxes otherwise payablepayable by the Stockholders, then the Stockholders will, and will cause their Affiliates to, within ten Business Days following the receipt of any such amounts shall be retained by refund, notice of credit against Tax, or other final Tax benefit, pay the applicable portion of such refund or benefit attributable to such carryback to the Company or Subsidiarysuch Subsidiary of the Company, as the case may be. The Stockholders shall seek, or cause their respective successorsAffiliates to seek, such refund or benefit at the Purchaser’s request, including through the filing of amended Tax Returns or claims for refund. To In the extent necessaryevent Purchaser makes the request referenced in the immediately preceding sentence, the Management Sellers Purchaser shall cooperating (including filing amended returns if necessary) reimburse Stockholder for out-of-pocket expenses incurred by Stockholders in obtaining seeking such amountsrefund or benefit. (iiiv) In the event that one the Company or any of the Companies or the Subsidiaries (or successor thereto) its Affiliates realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer Company or such Affiliate may, in its sole discretion, carry forward such loss or credit. (iv) The Buyer shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Period.

Carryovers, Refunds, and Related Matters. (i) All refunds of Taxes (including interest thereon) attributable to a Pre-Closing Period and relating to a Target Entity, except for refunds attributable to items shown on the Closing Balance Sheet as assets shall be paid over to Seller within ten (10) calendar days after receipt thereof by Buyer or a Target Entity (or retained by Seller if paid to them). (ii) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) that relates to a Target Entity and that is attributable to a Post-Closing Period or to items shown on the Closing Balance Sheet as assets shall be the property of the applicable Company such Target Entity (or, if applicable, promptly paid by CTI or Subsidiary, or their respective successors, and shall be retained by the applicable Company or Subsidiary, or their respective successors. For the avoidance of doubt, any refund or rebate of Taxes attributable in part or in whole Seller to the compensation deduction for a Company Target Entity if any such refund (or Subsidiary associated with the cancellation interest thereon) is received by CTI or Seller or any of compensatory options shall be retained by such Company its subsidiaries or Subsidiary. (ii) If any item of loss or credit of one of the Companies or the Subsidiaries for a Post-Closing Period is carried back to a Pre-Closing Period, is used or otherwise absorbed and results in a refund or a reduction of Taxes otherwise payable, then such amounts shall be retained by the applicable Company or Subsidiary, or their respective successors. To the extent necessary, the Management Sellers shall cooperating (including filing amended returns if necessary) in obtaining such amountsaffiliates). (iii) In the event that one of the Companies or the Subsidiaries (or successor thereto) realizes realization of any item of loss or credit for Tax purposes by a party for any Post-Closing Period, the Buyer party realizing such loss or credit may, in its sole discretion, carry forward such loss or credit. (iv) The CTI will not elect to retain any loss carryover of any Target Entity or any subsidiary under Section 1.1502-20(g) of the Treasury Regulations. (v) Buyer shall not take any actionmay, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiariesat its option, cause any Company Target Entity to elect, where permitted by law, to carry forward any net operating loss or Subsidiary other item that would, absent such elections, be carried back to liquidate, dissolve or merge, or take any other action so as to cause the a Pre-Closing Period period in which such Target Entity filed a consolidated Tax Return. (vi) No Target Entity shall reserve any amount for or make any payment of Taxes to increase (i) CTI or change any affiliate of CTI, or (ii) any other person or any taxing authority, except for such Taxes as are due or payable or have been estimated in such accordance with applicable law and GAAP as applied in a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Periodconsistent with past practices of CTI and each Target Entity.