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

Carryovers, Refunds, and Related Matters. (a) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Pre-Closing Period shall be the property of Diageo or its designee and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General Mills, a Business Entity or any of their respective Subsidiaries or Axxxxxates); provided, however, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Mills, any Business Entity or any of their respective Subsidiaries or Xxxxliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Dia- geo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Post-Closing Period shall be the property of General Mills or the Business Entity and shall be retained by General Mills ox xxx Business Entity (or promptly paid by Diageo to General Mxxxx or the Business Entity if any such refund or credit (or interesx xxxreon) is received by Diageo or any of its Subsidiaries or Affiliates); provided, however, that any refund, credit or other benefit actually received or realized in cash by General Mills or any Business Entity with respect to a Post-Closing Period thxx xxsults from, and would not have resulted but for, the carryover of any Business Entity Tax attribute arising in a Pre-Closing Period (to the extent that such carryover does not preclude or delay utilization of a General Mills Group Tax attribute or Business Entity Post-Closing Period Tax xxxxxbute) shall be the property of Diageo or its designee and shall be paid by the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash of such refund, credit or other benefit by General Mills or a Business Entity. (c) In applying Section 7.6(a) xxx Xection 7.6(b), (i) any refund or credit of Taxes (including any interest thereon) for a Straddle Period (as defined below) shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 7.5 and (ii) any foreign tax that is deemed paid by a Business Entity in a taxable period pursuant to Section 902 of the Code shall be considered to be "with respect to" such taxable period, regardless of when the underlying foreign tax was actually paid or accrued. (d) In the event of any adjustment of a Pre-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(d) after taking into account any preclusion or delay in the utilization of any General Mills Group Tax attribute or any Business Entity Post-Closing Period Xxx xttribute) actually received or realized in cash by General Mills or any Business Entity and such Tax benefit would not have been xx xeceived or realized but for such adjustment, then to the extent such Tax benefit arises with respect to (the Post-Closing Period portion of) a taxable period of a Business Entity ending on or prior to the second anniversary of the Closing Date and would otherwise have been for the account of General Mills hereunder, the Business Entity shall pay Diageo or its designee xxx amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by General Mills or the Business Entity. (e) In the event of any adjusxxxxx of a Post-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(e) after taking into account any preclusion or delay in the utilization of any Diageo Group Tax attribute or any Business Entity Pre-Closing Period Tax attribute) actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity and such Tax benefit would not have been so received or realized but for such adjustment, then to the extent such Tax benefit arises with respect to the Pre-Closing Period and would otherwise have been for the account of Diageo hereunder, the Business Entity shall retain such Tax benefit (or Diageo or its designee shall pay such Business Entity the amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by Diageo or any of its Subsidiaries or Affiliates).

Carryovers, Refunds, and Related Matters. (a) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Pre-Closing Period shall be the property of Diageo or its designee and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General Mills, a Business Entity or any of their respective Subsidiaries or Axxxxxates); provided, however, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Mills, any Business Entity or any of their respective Subsidiaries or Xxxxliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Dia- geo Diageo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Post-Closing Period shall be the property of General Mills or the Business Entity and shall be retained by General Mills ox xxx Business Entity (or promptly paid by Diageo to General Mxxxx or the Business Entity if any such refund or credit (or interesx xxxreon) is received by Diageo or any of its Subsidiaries or Affiliates); provided, however, that any refund, credit or other benefit actually received or realized in cash by General Mills or any Business Entity with respect to a Post-Closing Period thxx xxsults from, and would not have resulted but for, the carryover of any Business Entity Tax attribute arising in a Pre-Closing Period (to the extent that such carryover does not preclude or delay utilization of a General Mills Group Tax attribute or Business Entity Post-Closing Period Tax xxxxxbute) shall be the property of Diageo or its designee and shall be paid by the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash of such refund, credit or other benefit by General Mills or a Business Entity. (c) In applying Section 7.6(a) xxx Xection Section 7.6(b), (i) any refund or credit of Taxes (including any interest thereon) for a Straddle Period (as defined below) shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 7.5 and (ii) any foreign tax that is deemed paid by a Business Entity in a taxable period pursuant to Section 902 of the Code shall be considered to be "with respect to" such taxable period, regardless of when the underlying foreign tax was actually paid or accrued. (d) In the event of any adjustment of a Pre-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise other- wise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(d) after taking into account any preclusion or delay in the utilization of any General Mills Group Tax attribute or any Business Entity Post-Closing Period Xxx xttribute) actually received or realized in cash by General Mills or any Business Entity and such Tax benefit would not have been xx xeceived or realized but for such adjustment, then to the extent such Tax benefit arises with respect to (the Post-Closing Period portion of) a taxable period of a Business Entity ending on or prior to the second anniversary of the Closing Date and would otherwise have been for the account of General Mills hereunder, the Business Entity shall pay Diageo or its designee xxx amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by General Mills or the Business Entity. (e) In the event of any adjusxxxxx adjuxxxxxt of a Post-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(e) after taking into account any preclusion or delay in the utilization of any Diageo Group Tax attribute or any Business Entity Pre-Closing Period Tax attribute) actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity and such Tax benefit would not have been so received or realized but for such adjustment, then to the extent such Tax benefit arises with respect to the Pre-Closing Period and would otherwise have been for the account of Diageo hereunder, the Business Entity shall retain such Tax benefit (or Diageo or its designee shall pay such Business Entity the amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by Diageo or any of its Subsidiaries or Affiliates).

Carryovers, Refunds, and Related Matters. (a) Any refund of Taxes (including any interest thereon) that related to any of the Combined Companies that is attributable to a Pre-Closing Period and is shown as a receivable or credit other asset on the Tax Balance Sheet or which is a Section 338 Tax, shall be the property of the Company or any Subsidiary thereof and shall be retained by the Company or a Subsidiary thereof (or, if applicable, promptly paid by the Seller Parties to the Company or a Subsidiary thereof if any such refund (or interest thereon) is received by any Seller Party or any of its Subsidiaries or Affiliates). All other refunds of Taxes (including interest thereon) attributable to a Pre-Closing Period and relating to any of the Combined Companies shall be paid over to the Seller Parties within ten calendar days after receipt thereof by the Purchaser or the Company or any Subsidiary thereof (or retained by the Seller Parties if paid to them). (b) Any refund of Taxes (including any interest thereon) that relates to the Company or any of the Business Entities Subsidiary thereof and that is a refund or credit of Taxes with respect attributable to a PrePost-Closing Period shall be the property of Diageo the Company or its designee any Subsidiary thereof and shall be retained by Diageo the Company or its designee any Subsidiary thereof (or or, if applicable, promptly reimbursed to Diageo or such designee paid by the Business Entity Seller Parties to the Company or a Subsidiary thereof if any such refund or credit (or interest thereon) is received by General Mills, a Business Entity or any of their respective Subsidiaries or Axxxxxates); provided, however, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Mills, any Business Entity or any of their respective Subsidiaries or Xxxxliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Dia- geo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo Seller Parties or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Post-Closing Period shall be the property of General Mills or the Business Entity and shall be retained by General Mills ox xxx Business Entity (or promptly paid by Diageo to General Mxxxx or the Business Entity if any such refund or credit (or interesx xxxreon) is received by Diageo or any of its Subsidiaries or Affiliates); provided, however, that any refund, credit or other benefit actually received or realized in cash by General Mills or any Business Entity with respect to a Post-Closing Period thxx xxsults from, and would not have resulted but for, the carryover of any Business Entity Tax attribute arising in a Pre-Closing Period (to the extent that such carryover does not preclude or delay utilization of a General Mills Group Tax attribute or Business Entity Post-Closing Period Tax xxxxxbute) shall be the property of Diageo or its designee and shall be paid by the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash of such refund, credit or other benefit by General Mills or a Business Entity. (c) In applying Section 7.6(aSections 11.5(a) xxx Xection 7.6(band 11.5(b), (i) any refund or credit of Taxes (including any interest thereon) for a Straddle Period (as defined below) 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 Section 7.5 and (ii) any foreign tax that is deemed paid by a Business Entity in a taxable period pursuant to Section 902 of the Code shall be considered to be "with respect to" such taxable period, regardless of when the underlying foreign tax was actually paid or accrued11.3. (d) In Without the event prior written consent of any adjustment of a Pre-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination the Purchaser (or otherwise in a Tax Proceedingwhich consent shall not be unreasonably withheld), which adjustment results in neither any Seller Party nor any of the Combined Companies shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return or surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax benefit (determined for purposes claim or assessment relating to any of this Section 7.6(d) after taking into account the Combined Companies, take any preclusion other action or delay in omit to take any action, if such election, adoption, change, amendment, surrender, consent or other action or omission would have the utilization effect of any General Mills Group increasing the Tax attribute Lability of the Company or any Business Entity Post-Closing Period Xxx xttribute) actually received or realized in cash by General Mills Subsidiary thereof, the Purchaser, or any Business Entity and such Tax benefit would not have been xx xeceived or realized but for such adjustment, then to the extent such Tax benefit arises with respect to (the Post-Closing Period portion of) a taxable period of a Business Entity ending on or prior to the second anniversary Affiliate of the Closing Date and would otherwise have been for the account of General Mills hereunder, the Business Entity shall pay Diageo or its designee xxx amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by General Mills or the Business EntityPurchaser. (e) In the event of any adjusxxxxx of a Post-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(e) after taking into account any preclusion or delay in the utilization of any Diageo Group Tax attribute or any Business Entity Pre-Closing Period Tax attribute) actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity and such Tax benefit would not have been so received or realized but for such adjustment, then to the extent such Tax benefit arises with respect to the Pre-Closing Period and would otherwise have been for the account of Diageo hereunder, the Business Entity shall retain such Tax benefit (or Diageo or its designee shall pay such Business Entity the amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by Diageo or any of its Subsidiaries or Affiliates).

Carryovers, Refunds, and Related Matters. (a) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Pre-Closing Period shall be the property of Diageo or its designee and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General MillsXxxxx, a Business Entity or any of their respective Subsidiaries or AxxxxxatesAffiliates); providedPROVIDED, howeverHOWEVER, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General MillsXxxxx, any Business Entity or any of their respective Subsidiaries or Xxxxliates Affiliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Dia- geo Diageo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Post-Closing Period shall be the property of General Mills Xxxxx or the Business Entity and shall be retained by General Mills ox xxx Xxxxx or the Business Entity (or promptly paid by Diageo to General Mxxxx Xxxxx or the Business Entity if any such refund or credit (or interesx xxxreoninterest thereon) is received by Diageo or any of its Subsidiaries or Affiliates); providedPROVIDED, howeverHOWEVER, that any refund, credit or other benefit actually received or realized in cash by General Mills Xxxxx or any Business Entity with respect to a Post-Closing Period thxx xxsults that results from, and would not have resulted but for, the carryover of any Business Entity Tax attribute arising in a Pre-Closing Period (to the extent that such carryover does not preclude or delay utilization of a General Mills Xxxxx Group Tax attribute or Business Entity Post-Closing Period Tax xxxxxbuteattribute) shall be the property of Diageo or its designee and shall be paid by the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash of such refund, credit or other benefit by General Mills Xxxxx or a Business Entity. (c) In applying Section 7.6(a) xxx Xection and Section 7.6(b), (i) any refund or credit of Taxes (including any interest thereon) for a Straddle Period (as defined below) shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 7.5 and (ii) any foreign tax that is deemed paid by a Business Entity in a taxable period pursuant to Section 902 of the A-46 <PAGE> Code shall be considered to be "with respect to" such taxable period, regardless of when the underlying foreign tax was actually paid or accrued. (d) In the event of any adjustment of a Pre-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(d) after taking into account any preclusion or delay in the utilization of any General Mills Xxxxx Group Tax attribute or any Business Entity Post-Closing Period Xxx xttributeTax attribute) actually received or realized in cash by General Mills Xxxxx or any Business Entity and such Tax benefit would not have been xx xeceived so received or realized but for such adjustment, then to the extent such Tax benefit arises with respect to (the Post-Closing Period portion of) a taxable period of a Business Entity ending on or prior to the second anniversary of the Closing Date and would otherwise have been for the account of General Mills Xxxxx hereunder, the Business Entity shall pay Diageo or its designee xxx the amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by General Mills Xxxxx or the Business Entity. (e) In the event of any adjusxxxxx adjustment of a Post-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(e) after taking into account any preclusion or delay in the utilization of any Diageo Group Tax attribute or any Business Entity Pre-Closing Period Tax attribute) actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity and such Tax benefit would not have been so received or realized but for such adjustment, then to the extent such Tax benefit arises with respect to the Pre-Closing Period and would otherwise have been for the account of Diageo hereunder, the Business Entity shall retain such Tax benefit (or Diageo or its designee shall pay such Business Entity the amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by Diageo or any of its Subsidiaries or Affiliates).

Carryovers, Refunds, and Related Matters. (aA) Any refund With respect to the Acquired Entities, any refund, rebate, abatement, reduction, or credit other recovery (whether direct or indirect through a right of set-off or credit) of Taxes (including any interest thereon) (a “Tax Refund”) that relates to any the Acquired Entities that is attributable to a Post-Closing Period shall be the property of the Business Acquired Entities, as applicable, and shall be retained by the Acquired Entities, as applicable (or promptly paid by Sellers to the Acquired Entities, as applicable, if any such Tax Refund is received by Sellers or any Affiliate of Sellers). (B) With respect to the Acquired Entities, any Tax Refund (limited in all cases to the amount of the actual reduction of cash Tax paid by the Acquired Entities in such taxable period) that relates to the Acquired Entities and that is a refund or credit of Taxes with respect attributable to a Pre-Closing Period shall be the property of Diageo or its designee Sellers (less any out-of-pocket costs of obtaining such Tax Refund) and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General Mills, a Business Entity or any of their respective Subsidiaries or Axxxxxates); provided, however, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Mills, any Business Entity or any of their respective Subsidiaries or Xxxxliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Dia- geo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Post-Closing Period shall be the property of General Mills or the Business Entity and shall be retained by General Mills ox xxx Business Entity Sellers (or promptly paid by Diageo one of the Acquired Entities or Purchaser to General Mxxxx or Sellers in the Business Entity proportion in which the Estimated Purchase Price is paid to Sellers if any such refund or credit (or interesx xxxreon) Tax Refund is received by Diageo the Acquired Entities or Purchaser or any of its their Subsidiaries or Affiliates); provided, howeverthat Sellers shall not be entitled to any such Tax Refund to the extent (1) taken into account in calculating the Final Purchase Price, that any refund, credit or other benefit actually received or realized in cash by General Mills or any Business Entity with respect to (2) it results from a loss carry-back from a Post-Closing Period thxx xxsults from, and would not have resulted but for, the carryover of any Business Entity Tax attribute arising in a Pre-Closing Period (to the extent that such carryover does not preclude or delay utilization of a General Mills Group Tax attribute or Business Entity Post-Closing Period Tax xxxxxbute) shall be the property of Diageo or its designee and shall be paid by the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash of such refund, credit or other benefit by General Mills or a Business EntityPeriod. (cC) In applying Section 7.6(a) xxx Xection 7.6(b)the foregoing, (i) any refund or credit of Taxes (including any interest thereon) Tax Refund for a Straddle Period (as defined below) shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with the principles of Section 7.5 and (ii) any foreign tax that is deemed paid by a Business Entity in a taxable period pursuant to Section 902 of the Code shall be considered to be "with respect to" such taxable period, regardless of when the underlying foreign tax was actually paid or accrued6.04(a)(iv). (dD) In the event If any Tax Refund in respect of any adjustment of which a Pre-Closing Period Tax deduction or income item of Party made a Business Entity by a Taxing Authority payment to another Party pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(d6.04(a)(vi) after taking into account any preclusion is subsequently disallowed or delay in the utilization of any General Mills Group Tax attribute or any Business Entity Post-Closing Period Xxx xttribute) actually received or realized in cash by General Mills or any Business Entity and reduced, such Tax benefit would not have been xx xeceived or realized but for such adjustment, then to the extent such Tax benefit arises with respect to (the Post-Closing Period portion of) a taxable period of a Business Entity ending on or prior to the second anniversary of the Closing Date and would otherwise have been for the account of General Mills hereunder, the Business Entity other Party shall pay Diageo or its designee xxx amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by General Mills or the Business Entity. (e) In the event of any adjusxxxxx of a Post-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined for purposes of this Section 7.6(e) after taking into account any preclusion or delay in the utilization of any Diageo Group Tax attribute or any Business Entity Pre-Closing Period Tax attribute) actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity and such Tax benefit would not have been so received or realized but for such adjustment, then to the extent such Tax benefit arises with respect to the Pre-Closing Period and would otherwise have been for the account of Diageo hereunder, the Business Entity shall retain such Tax benefit (or Diageo or its designee shall pay such Business Entity repay the amount of such Tax benefit promptly after actual receipt Refund, to the extent disallowed or realization reduced, to the Party that made such payment, together with any interest, penalties, or other charges imposed thereon attributable to such disallowance or reduction (as determined in cash of good faith by the Party that made such Tax benefit payment) by Diageo or any of its Subsidiaries or Affiliates)the applicable Governmental Entity.

Carryovers, Refunds, and Related Matters. (ai) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities Company and that is a refund or credit of Taxes with respect to a Pre-Closing Period shall be the property of Diageo or its designee and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General Mills, a Business Entity or any of their respective Subsidiaries or Axxxxxates); provided, however, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Mills, any Business Entity or any of their respective Subsidiaries or Xxxxliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Dia- geo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect attributable to a Post-Closing Period shall be the property of General Mills or the Business Entity Company and shall be retained by General Mills ox xxx Business Entity the Company (or promptly paid by Diageo the Seller to General Mxxxx or the Business Entity Company if any such refund or credit (or interesx xxxreoninterest thereon) is received by Diageo or the Seller). Without limiting the generality of the preceding sentence, any of its Subsidiaries or Affiliates); provided, however, that any refund, credit such refund or other benefit actually received or realized by the Company in cash by General Mills or any Business Entity with respect to a Post-Closing Period thxx xxsults from, that results from the carryforward of any Tax attribute from a Pre-Closing Period shall be the property of the Company and would not have resulted but forshall be retained by the Company. (ii) If (A) after the Closing Date, the carryover Company receives a refund of any Business Entity Tax attribute arising in that is attributable to a Pre-Closing Period (to for the extent avoidance of doubt, a refund that such carryover does not preclude or delay utilization results from the carryforward of a General Mills Group Tax attribute or Business Entity Postfrom a Pre-Closing Period as provided in Section 7.6(d)(i) is not considered attributable to a Pre-Closing Period), (B) (1) the Tax xxxxxbutewas paid by Seller on or after the Closing Date, or (2) the Tax was paid by Seller or the Company prior to the Closing Date and (C) Section 7.6(d)(iv) does not apply, then the Company promptly shall be the property of Diageo pay or its designee and shall cause to be paid by to the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash Seller the amount of such refund, credit or other benefit by General Mills or a Business Entityrefund together with any interest thereon. (ciii) In applying Section 7.6(a7.6(d)(i) xxx Xection 7.6(band Section 7.6(d)(ii), (i) any refund or credit of Taxes (including any interest thereon) for a Straddle Period (as defined below) 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 Section 7.5 and (ii) any foreign tax that is deemed paid by a Business Entity in a taxable period pursuant to Section 902 of the Code shall be considered to be "with respect to" such taxable period, regardless of when the underlying foreign tax was actually paid or accrued7.6(c). (div) In the event of If any adjustment of a Pre-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant to a Determination loss or credit of the Company (or otherwise in a Tax Proceeding), which adjustment results in a Tax benefit (determined successor thereto) for purposes of this Section 7.6(d) after taking into account any preclusion or delay in the utilization of any General Mills Group Tax attribute or any Business Entity Post-Closing Period Xxx xttribute) actually received or realized in cash by General Mills or any Business Entity and such Tax benefit would not have been xx xeceived or realized but for such adjustment, then to the extent such Tax benefit arises with respect to (the Post-Closing Period portion of) a taxable period of a Business Entity ending on or prior to the second anniversary of the Closing Date and would otherwise have been for the account of General Mills hereunder, the Business Entity shall pay Diageo or its designee xxx amount of such Tax benefit promptly after actual receipt or realization in cash of such Tax benefit by General Mills or the Business Entity. (e) In the event of any adjusxxxxx of a Post-Closing Period Tax deduction or income item of a Business Entity by a Taxing Authority pursuant is carried back to a Determination (Pre-Closing Period, is used or otherwise in a Tax Proceeding), which adjustment absorbed and results in a refund or a reduction of Taxes otherwise payable, then Seller will not be entitled to such refund and Seller liability under this Agreement will be determined without regard to such carryback. The Seller shall provide such cooperation as Buyer may reasonably request in connection with obtaining any such refund or benefit. (v) In the event that the Company (or any successor thereto) realizes any item of loss or credit for Tax benefit purposes for any Post-Closing Period, the Company, in its sole discretion, may carry forward such loss or credit. (determined for purposes vi) Buyer covenants that it shall not, without the express prior written consent of this Section 7.6(e) after taking into account the Seller in each instance obtained, amend or modify any preclusion Tax Returns previously prepared and filed by the Company where such amendment or delay in modification would cause, directly or indirectly, any additional tax liability to accrue to Seller. Buyer and Seller further covenant and agree that if any Tax Returns of the utilization Company filed prior to the Closing Date become the subject of any Diageo Group Tax attribute inquiry or audit by any Business Entity Pre-Closing Period Tax attribute) actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity and such Tax benefit would not have been so received or realized but for such adjustmentGovernmental Authority, then notwithstanding anything in Section 8 hereof to the extent contrary, Buyer shall have the right to control the response to such Tax benefit arises with respect to the Pre-Closing Period inquiry and would otherwise have been for the account of Diageo hereunder, the Business Entity shall retain such Tax benefit (or Diageo or its designee shall pay such Business Entity the amount audit and approve any resolution of such Tax benefit promptly after actual receipt inquiry or realization in cash of such Tax benefit by Diageo or any of its Subsidiaries or Affiliates)audit and Seller shall have the right to review and comment.