Common use of Certain Post Closing Settlement Payments and Post Closing Actions Clause in Contracts

Certain Post Closing Settlement Payments and Post Closing Actions.

Certain Post Closing Settlement Payments and Post Closing Actions. (a) Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. Except as set forth in Section 6.6(d), if Buyer or any of its Affiliates (A) receives any refund of Tax, or (B) utilizes the benefit of any overpayment of Taxes which, in each case (A) and (B), (x) relates to Taxes paid by DuPont or any of its Subsidiaries with respect to a Pre-Closing Tax Period or (y) is the subject of indemnification by DuPont pursuant to this Agreement, in each case, other than (i) any such refund or overpayment of Taxes resulting from a carryback from a Post-Closing Tax Period or (ii) any such refund or overpayment to the extent taken into account as a current asset in determining Final Net Working Capital, Buyer shall transfer, or cause to be transferred, to DuPont, within ten (10) days of the receipt of any such refund or the filing of the Tax Return utilizing any such overpayment, the entire amount of such refund or overpayment (including interest paid thereon by a Governmental Authority), net of (I) any Tax payable, or required to be withheld, by Buyer or any of its Affiliates with respect thereto (including with respect to any interest on such refund or overpayment) and (II) any reasonable costs and expenses associated with obtaining such refund or overypayment. Buyer agrees to notify DuPont within ten (10) days after the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or utilization of any such overpayment. Buyer agrees to claim any such refund or to utilize any such overpayment as soon as reasonably possible and to furnish to DuPont all information, records and assistance reasonably necessary to verify the amount of any such refund or overpayment. The amount of economic benefit of any such refunds or overpayments of Taxes of the Transferred DPC Companies and their Subsidiaries for any Straddle Period shall be equitably apportioned between DuPont and Buyer in accordance with the principles set forth in Section 6.2(b). Buyer agrees to waive any carryback of any Tax loss or other Tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period and to instead carry forward such loss or other attribute to a Post-Closing Tax Period, if and to the extent permitted by applicable Tax Law. In the event that Buyer is not permitted under applicable Tax Law to waive any such carryback, Buyer shall be permitted to carry back such loss or other attribute to a Pre-Closing Tax Period and DuPont shall be entitled to an amount (not to exceed the refund or overpayment resulting from such carryback) equal to the amount of any Taxes actually incurred by DuPont (including as a result of any diminution in foreign tax credits) resulting from such carryback, as computed on a “with and without” basis. For the avoidance of doubt, to the extent that the income or Tax attributable to a given Pre-Closing Tax Period may be offset by either a carryback described in this Section 6.6(a) or a carryback of other Tax Items of DuPont or its Affiliates arising in the same Post-Closing Tax Period or any preceding Post-Closing Tax Period, DuPont may in its sole discretion determine the order in which such carrybacks may be applied.

Certain Post Closing Settlement Payments and Post Closing Actions. (a) Buyer's Claiming, Receiving or Using of Refunds and Overpayments. Except as set forth in Section 6.6(d), if Buyer or any of its Affiliates (A) receives any refund of Tax, or (B) utilizes the benefit of any overpayment of Taxes which, in each case (A) and (B), (x) relates to Taxes paid by DuPont or any of its Subsidiaries with respect to a Pre-Closing Tax Period or (y) is the subject of indemnification by DuPont pursuant to this Agreement, in each case, other than (i) any such refund or overpayment of Taxes resulting from a carryback from a Post-Closing Tax Period or (ii) any such refund or overpayment to the extent taken into account as a current asset in determining Final Net Working Capital, Buyer shall transfer, or cause to be transferred, to DuPont, within ten (10) days of the receipt of any such refund or the filing of the Tax Return utilizing any such overpayment, the entire amount of such refund or overpayment (including interest paid thereon by a Governmental Authority), net of (I) any Tax payable, or required to be withheld, by Buyer or any of its Affiliates with respect thereto (including with respect to any interest on such refund or overpayment) and (II) any reasonable costs and expenses associated with obtaining such refund or overypayment. Buyer agrees to notify DuPont within ten (10) days after the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or utilization of any such overpayment. Buyer agrees to claim any such refund or to utilize any such overpayment as soon as reasonably possible and to furnish to DuPont all information, records and assistance reasonably necessary to verify the amount of any such refund or overpayment. The amount of economic benefit of any such refunds or overpayments of Taxes of the Transferred DPC Companies and their Subsidiaries for any Straddle Period shall be equitably apportioned between DuPont and Buyer in accordance with the principles set forth in Section 6.2(b). Buyer agrees to waive any carryback of any Tax loss or other Tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period and to instead carry forward such loss or other attribute to a Post-Closing Tax Period, if and to the extent permitted by applicable Tax Law. In the event that Buyer is not permitted under applicable Tax Law to waive any such carryback, Buyer shall be permitted to carry back such loss or other attribute to a Pre-Closing Tax Period and DuPont shall be entitled to an amount (not to exceed the refund or overpayment resulting from such carryback) equal to the amount of any Taxes actually incurred by DuPont (including as a result of any diminution in foreign tax credits) resulting from such carryback, as computed on a "with and without" basis. For the avoidance of doubt, to the extent that the income or Tax attributable to a given Pre-Closing Tax Period may be offset by either a carryback described in this Section 6.6(a) or a carryback of other Tax Items of DuPont or its Affiliates arising in the same Post-Closing Tax Period or any preceding Post-Closing Tax Period, DuPont may in its sole discretion determine the order in which such carrybacks may be applied.