Common use of Certain Tax Benefits, Refunds, Credits and Carrybacks Clause in Contracts

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of any payment, loss, obligation, liability or Tax that Seller or any of its Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Alkali Group) shall claim any such Tax Item on any Tax Return for a Post-Closing Period; provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.4(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.4(b), then Purchaser shall claim such Tax Item and pay to Seller the amount of any Tax Benefit resulting from such Tax Item. (b) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.1, and (ii) any refunds or credits to which Seller is entitled under Section 7.5(a) or (c); provided that Seller shall not be entitled to any refunds to the extent such refunds were reflected as an asset in Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Alkali Group of or against any Taxes of such member other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Alkali Group or with respect to the Transferred Assets for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 7.3 and the first sentence of this Section 7.5(b). Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 7.5(b), the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit, and net of any reasonable expenses incurred in obtaining such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of such refund or credit or the application of such refund or credit or against amounts otherwise payable. (c) Purchaser shall cause the members of the Alkali Group to carry forward or carry back, where permitted by applicable Law, any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date, if a carry back of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any taxable period beginning after the Closing Date, Seller shall be entitled to any refund of, or credit against, Taxes resulting from any carry back of such Subsequent Loss into any taxable period beginning on or before the Closing Date.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of any payment, loss, obligation, liability or Tax that Seller or any of its Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Alkali Group) shall claim any such Tax Item on any Tax Return for a Post-Closing Period; provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.4(a8.4(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.4(b8.4(b), then Purchaser shall claim such Tax Item and pay to Seller the amount of any Tax Benefit resulting from such Tax Item. (b) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.18.1, and (ii) any refunds or credits to which Seller is entitled under Section 7.5(a8.5(a) or (cb); provided that Seller shall not be entitled to any refunds to the extent such refunds were reflected as an asset in Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Alkali Group of or against any Taxes of such member other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Alkali Group or with respect to the Transferred Assets for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 7.3 8.3 and the first sentence of this Section 7.5(b8.5(b). Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 7.5(b8.5(b), the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit, net of any Taxes otherwise due from the Party otherwise entitled to such refund or credit, and net of any reasonable expenses incurred in obtaining such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of such refund or credit or the application of such refund or credit or against amounts otherwise payable. (c) Purchaser shall cause the members of the Alkali Group to carry forward or carry back, where permitted by applicable Law, any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date, if a carry back of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any taxable period beginning after the Closing Date, Seller shall be entitled to any refund of, or credit against, Taxes resulting from any carry back of such Subsequent Loss into any taxable period beginning on or before the Closing Date.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect If, during the period ending on the four (4) year anniversary of any paymentthe Closing Date, loss, obligation, liability Purchaser or Tax that Seller or any of its Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members Transferred Companies and their respective Subsidiaries) derives a Tax Benefit as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any taxing authority with respect to Taxes for which Parent and the Alkali Group) Sellers are responsible under Section 7.1, then Purchaser shall claim any pay to Parent the amount of such Tax Item on Benefit (net of any Tax Return for corresponding Taxes (i) payable with respect to a Post-Closing PeriodPeriod as a result of such audit adjustment (or adjustment in any other Tax Proceeding) or (ii) payable with respect to the receipt or accrual by Purchaser or any of its Affiliates of any such Tax Benefit) within fifteen (15) days of filing the Tax Return in which such Tax Benefit is actually realized or utilized. (b) Parent shall be entitled to any refunds or credits of any Taxes for which Parent and the Sellers are responsible for under Section 7.1 and any refunds or credits to which Parent is entitled under Section 7.5(a); provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.4(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.4(b), then Purchaser shall claim such Tax Item and pay to Seller the amount of any Tax Benefit resulting from such Tax Item. (b) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.1, and (ii) any refunds or credits to which Seller is entitled under Section 7.5(a) or (c); provided that Seller Parent shall not be entitled to any such refunds or credits (i) if and to the extent such refunds or credits were reflected included as an asset “Current Assets” in determining Working Capital and reflected or reserved for on the Final Working Capital and Net Indebtedness Statement or (ii) arising from the carryback of any loss generated in any Post-Closing Adjustment StatementPeriod. Purchaser shall be entitled to any refunds or credits of any member Taxes of the Alkali Group of Transferred Companies or against any Taxes of such member their respective Subsidiaries other than refunds or credits to which Seller Parent is entitled to pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Alkali Group Transferred Companies or with respect to the Transferred Assets their respective Subsidiaries for any Straddle Period shall be equitably apportioned between Seller Parent and Purchaser in accordance with the principles set forth in Section 7.3 and the first sentence of this Section 7.5(b)7.3. Each Party party shall pay, or cause its Affiliates to pay, to the Party party entitled to a refund or credit of Taxes under this Section 7.5(b), the amount of such refund or credit (including any interest paid thereon by a Governmental Entity and net of any Taxes to imposed on the Party party receiving such refund or credit in respect of the receipt or accrual of such refund or credit, credit and net of any reasonable out-of-pocket expenses incurred in associated with obtaining such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of the refund or, in the case of a credit, the filing of the Tax Return actually applying such refund or credit or the application of such refund or credit or against amounts otherwise payable. (c) Purchaser shall cause the members of the Alkali Group Transferred Companies or their respective Subsidiaries to carry forward or carry backforward, where permitted by applicable Law, any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date, if a carry back . (d) On the two-year anniversary of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any taxable period beginning after the Closing Date, Seller Purchaser shall provide to Parent a schedule setting forth a reconciliation of (i) the amounts included in respect of Taxes as “Current Liabilities” (and “Current Assets”) in the determination of the amount of Working Capital on the Final Working Capital and Net Indebtedness Statement and (ii) the amount of Taxes actually paid (and refunds actually received) by Purchaser or its Affiliates (including, after the Closing, the Transferred Companies and their respective Subsidiaries) to a Governmental Entity within such 2-year period in respect of the liabilities described in clause (i). If the amount described in clause (i) exceeds the amount described in clause (ii), Purchaser shall promptly pay Parent an amount in cash equal to such excess; provided, however, that nothing in this Section 7.5(d) shall relieve Parent and the Sellers from any obligation to indemnify the Purchaser Tax Indemnified Parties under Section 7.1. Any dispute regarding the schedule required to be prepared by Purchaser or the amount payable, if any, by Purchaser pursuant to this Section 7.5(d) shall be entitled to any refund ofresolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by Parent and the Sellers on the one hand, or credit against, Taxes resulting from any carry back of such Subsequent Loss into any taxable period beginning and Purchaser on or before the Closing Dateother hand.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) If Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) derives a Tax Benefit as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any taxing authority with respect to Taxes for which Seller is responsible under Section 7.1, then Purchaser shall pay to Seller the amount of such Tax Benefit within fifteen (15) days after such Tax Benefit is realized or utilized; provided, that where such Tax Benefit is reflected on a Tax Return, such Tax Benefit shall be deemed to be realized or utilized within fifteen (15) days of filing such Tax Return. Purchaser shall, or shall cause its relevant Affiliates to, claim any Tax Benefit to which it may be entitled as a result of any such audit adjustment (or adjustment in any other Tax Proceeding). (b) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of any payment, loss, obligation, liability or Tax that made or incurred by Seller or any of its Affiliates are (including, prior to the Closing, the Transferred Entities), or for which Seller is responsible for under this Agreement (including pursuant to Article X) or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Subsidiaries or Affiliates (including, after the Closing Date, the members of the Alkali Group) shall claim any such Tax Item on any Tax Return for a Post-Closing Period; provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.4(a) and is permitted by applicable Law to be claimed on a Tax Return for a Post-Closing Period for which Purchaser has filing responsibility pursuant to Section 7.4(b), then Purchaser shall claim such Tax Item and pay to Seller the amount of any Tax Benefit resulting from such Tax Item. (bc) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.1, and (ii) any refunds or credits to which Seller is entitled under Section 7.5(a), (b) or (cd); provided that Seller shall not be entitled to any refunds to the extent such refunds were reflected as an asset in Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Alkali Group of or against any Taxes of such member other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Alkali Group or with respect to the Transferred Assets Entities for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 7.3 and the first sentence two sentences of this Section 7.5(b7.5(c). Notwithstanding the foregoing, Purchaser shall (and Seller shall not) be entitled to a refund or credit (x) to the extent such refund or credit was reflected in, reserved for or taken into account in the determination of Working Capital or Cash Amounts on the Final Closing Working Capital and Net Indebtedness Statements or (y) attributable to the carryback of a Subsequent Loss (as defined in Section 7.5(d)) into any taxable period ending on or before the Closing Date, which carryback is required by applicable Law, other than with respect to a Tax Return which includes a member of the Seller Group. Each Party party actually receiving or realizing a refund or credit of Taxes to which the other party is entitled under this Section 7.5(c) shall pay, or cause its Affiliates to pay, to the Party party so entitled to a refund or credit of Taxes under this Section 7.5(b), the amount of such refund or credit (including any interest paid thereon and net of any Taxes and other reasonable out-of-pocket expenses to the Party party receiving such refund or credit in respect of the receipt or accrual of such refund or credit, and net of any reasonable expenses incurred in obtaining such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of such the refund or credit or the application of such refund or credit or against amounts otherwise payable. If any such refund or credit in respect of which a party made a payment to the other party pursuant to this Section 7.5(c) is subsequently disallowed or reduced, such other party shall promptly repay the amount of such refund or credit received, to the extent disallowed or reduced, to the party that made such payment, together with any interest, penalties or other charges imposed thereon by the applicable taxing authority. (cd) Purchaser shall cause the members of the Alkali Group to carry forward or carry back, where permitted Except as required by applicable Law, Purchaser shall not, and shall cause its Affiliates not to, carry back any item of loss, deduction or credit which of any Transferred Entity that arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date, if a carry back of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any taxable period beginning after the Closing Date, Seller shall be entitled to any refund of, or credit against, Taxes resulting from any carry back of such Subsequent Loss into any taxable period beginning ending on or before the Closing Date.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) If Purchaser or any of its Affiliates (including, after the Closing Date, the Purchased Consolidated Companies or their respective Subsidiaries) realizes a Tax Benefit in respect of any taxable period (or portion thereof) ending on or prior to the end of its second taxable year beginning after the taxable year that includes the Closing Date as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any Taxing Authority with respect to Taxes for which Seller is responsible under Section 6.1, then Purchaser shall pay (or cause to be paid) to Seller the amount of such Tax Benefit within fifteen (15) days of the later of the filing of the Tax Return in which such Tax Benefit is realized or Purchaser’s receipt of a written request by Seller for payment of such amount. (b) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of any payment, loss, obligation, liability or Tax that Seller or any of its Affiliates are is responsible for under this Agreement or otherwise, and Agreement. Purchaser acknowledges and agrees that neither Purchaser nor any of its Subsidiaries or Affiliates (including, after the Closing Date, the members of the Alkali GroupPurchased Consolidated Companies) shall claim any such Tax Item on any Tax Return for a Post-Closing Period; provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.4(a6.4(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.4(b6.4(b), then Purchaser shall (or shall cause its relevant Affiliate (including, after the Closing Date, the Purchased Consolidated Companies) to) claim such Tax Item and pay (or cause to be paid) to Seller the amount of any such Tax Benefit resulting from such Tax ItemItem that is realized in respect of any taxable period (or portion thereof) ending on or prior to the end of the second taxable year of Purchaser or its relevant Affiliate, as applicable, beginning after the taxable year of such entity that includes the Closing Date within fifteen (15) days of the later of the filing of such Tax Return or Purchaser’s receipt of a written request by Seller for payment of such amount. (c) If Purchaser or any of its Affiliates (including, after the Closing Date, the Purchased Consolidated Companies) makes (or causes an Affiliate to make) a payment to Seller pursuant to Section 6.5(a) or Section 6.5(b) in respect of any Tax Benefit and, as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made by any Taxing Authority the amount of such Tax Benefit that is actually realized by Purchaser or its Affiliates (including, after the Closing Date, the Purchased Consolidated Companies) is less than such amount paid to Seller pursuant to Section 6.5(a) or Section 6.5(b), Seller shall pay to Purchaser an amount equal to the excess of such amount paid (or caused to be paid) by Purchaser and the amount of such Tax Benefit actually realized by Purchaser or its Affiliates (including, after the Closing Date, the Purchased Consolidated Companies) after taking into account such adjustment. (d) Subject to the following provisions of this Section 6.5(d), the determination of whether Purchaser or any of its Subsidiaries or Affiliates (including, after the Closing Date, the Purchased Companies) has realized a Tax Benefit (and the determination of the amount of any such Tax Benefit) shall be made by the Purchaser in good faith. Seller shall have no rights to review the Tax Returns of Purchaser nor any of its Subsidiaries or Affiliates (including, after the Closing Date, the Purchased Companies) pursuant to Section 6.5(a), (b), (c) or (d); provided, that Purchaser shall provide Seller with (A) such supporting documentation and other information reasonably necessary to enable Seller to verify any determination of Purchaser described in the first sentence of this Section 6.5(d) (e.g., an electronic spreadsheet or other reasonable documentation setting forth any such Tax Benefit and the calculation of the amount of any such Tax Benefit in reasonable detail) or (B) a certification from the Independent Accounting Firm (the costs of which shall be borne by Purchaser) as to the Tax Benefits (and the amount of any such Tax Benefit) realized by Purchaser or any of its Subsidiaries or Affiliates (including, after the Closing Date, the Purchased Companies) (and the determination set forth in such certification shall be binding on all parties hereto). (e) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.1, and (ii) any refunds or credits to which Seller is entitled under Section 7.5(a) or (c); provided that Seller shall not be entitled to any refunds to the extent such refunds were reflected as an asset in Working Capital on the Final Post-Closing Adjustment Statement6.1. Purchaser shall be entitled to any refunds or credits of any member of the Alkali Group Purchased Companies and their Subsidiaries of or against any Taxes of such member other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Alkali Group Purchased Consolidated Companies or with respect to the Transferred Assets their Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 7.3 and the first sentence of this Section 7.5(b)6.3. Each Party party shall pay, or cause its Affiliates to pay, to the Party party entitled to a refund or credit of Taxes under this Section 7.5(b6.5(e), the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the Party entity receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable. For the avoidance of doubt, in the case of any refund or credit of Taxes imposed on or with respect to any Purchased Consolidated Venture or Subsidiary of a Purchased Consolidated Venture, this Section 6.5(e) shall apply only with respect to the allocable share of such refund or credit, as determined by reference to the relevant Person’s direct or indirect ownership interest, at the relevant time, in such Purchased Consolidated Venture or Subsidiary thereof. (f) Notwithstanding anything to the contrary in this Agreement, Purchaser shall be entitled to any refunds or credits of or against any Taxes for which Purchaser is responsible under Section 6.2(G). Seller acknowledges and agrees that Seller will (and will cause its Affiliates to) claim any refund or credit of such Taxes on the applicable Tax Return of Seller or its Affiliates or Tax Return for which Seller has filing responsibility pursuant to Section 6.4(a) and otherwise will use its reasonable best efforts to obtain any such refund or credit of Taxes to the extent permitted by applicable Law. Seller shall pay (or cause to be paid) to Purchaser the amount of any such refund or credit (including any interest paid thereon and net of any reasonable expenses incurred Taxes to the entity receiving such refund or credit in obtaining respect of the receipt or accrual of such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of such refund or credit or the application of such refund or credit or against amounts otherwise payable. (cg) Purchaser shall cause the members of the Alkali Group Purchased Entities to carry forward or carry backforward, where permitted by applicable Law, any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date. (h) For the avoidance of doubt, if this Section 6.5 shall not apply to (i) any credit or refund of VAT (including any input VAT (Vorsteuer)) in connection with the sale, transfer or acquisition of the Purchased Assets, the Assumed Liabilities or any portion of the Business conducted by the Purchased Consolidated Companies and governed by Section 6.12 or (ii) any increase of the Tax basis in the Purchased Assets as a carry back result of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any taxable period beginning after acquisition of the Closing Date, Seller shall be entitled to any refund of, or credit against, Taxes resulting from any carry back of such Subsequent Loss into any taxable period beginning on or before the Closing DatePurchased Assets.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of any payment, loss, obligation, liability If Purchaser or Tax that Seller or any of its Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members Purchased Subsidiaries) actually realizes a Tax Benefit as a result of the Alkali Groupany audit adjustment (or adjustment in any other Tax Proceeding) shall claim made with respect to any such Tax Item on by any Tax Return for a Post-Closing Period; provided, however, that if any such Tax Item is not permitted by applicable Law Taxing Authority with respect to be claimed on a Tax Return Taxes for which Seller has filing responsibility pursuant to is responsible under Section 7.4(a6.1 in any of the two (2) and taxable years after the taxable year that is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.4(b)the subject of such adjustment or any prior year, then Purchaser shall claim such Tax Item and pay to Seller the amount of any such Tax Benefit resulting from within fifteen (15) days of filing the Tax Return in which such Tax ItemBenefit is realized, determined on a “with and without” basis, and net of all out-of-pocket expenses of Purchaser or such Affiliate. (b) Seller shall be entitled to (i) any refunds of any Taxes or credits received in lieu of or against refunds of any Taxes for which Seller is responsible under Section 7.16.1, and (ii) any refunds or credits received in lieu of refunds to which Seller is entitled under Section 7.5(a) or (c6.5(a); provided that Seller shall not be entitled to any refunds , in each case to the extent such refunds were reflected as an asset not taken into account in the determination of Working Capital on the Final Post-Closing Adjustment StatementStatement and the Final Purchase Price on a dollar-for-dollar basis. Purchaser shall be entitled to any refunds or credits of any member of the Alkali Group Purchased Subsidiaries of or against any Taxes of such member other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Alkali Group Purchased Subsidiaries or with respect to the Transferred Assets their respective Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 7.3 6.3 and the first sentence of this Section 7.5(b6.5(b). Purchaser shall use commercially reasonable efforts to obtain any refunds or credits to which Seller is entitled, in whole or in part, pursuant to this Section 6.5(b). Each Party party shall pay, or cause its Affiliates to pay, to the Party party entitled to a refund or credit of Taxes under this Section 7.5(b6.5(b), the amount of such refund or credit (including any interest paid thereon and net of any Taxes out-of-pocket costs (including Taxes) to the Party party receiving such refund or credit in respect of the receipt or accrual of such refund or credit, and net of any reasonable expenses incurred in obtaining such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of such the refund or credit or the application of such refund or credit or against amounts otherwise payable. (c) Purchaser shall cause the members of the Alkali Group Purchased Subsidiaries to carry forward or carry backforward, where permitted by applicable Law, any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date, if a carry back of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such a Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any taxable period beginning after the Closing Date, Seller Purchaser shall be entitled to any refund of Taxes (net of any out-of, or credit against, Taxes -pocket costs (including Taxes) to the party receiving such refund in respect of the receipt of such refund) resulting from any carry back of such Subsequent Loss into any taxable period beginning ending on or before the Closing Date.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any Tax Benefit arising from in respect of any Tax Item arising in respect of any payment, loss, obligation, liability or Tax that Seller or any of its Affiliates are is responsible for under this Agreement, the Merger Agreement or otherwise, and Purchaser Buyer acknowledges and agrees that neither Purchaser Buyer nor any of its Affiliates (including, after the Closing Date, the members of the Alkali GroupTransferred Entities) shall claim any such Tax Item on any Tax Return for a Post-Closing Tax Period; provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.4(a9.05(a) and is permitted by applicable Law to be claimed on a Tax Return of Buyer or any of its Affiliates (including, after the Closing Date, the Transferred Entities) for which Purchaser has filing responsibility pursuant to Section 7.4(b)a Post-Closing Tax Period, then Purchaser Buyer shall claim such Tax Item and pay to Seller the amount of any Tax Benefit actually realized by Buyer or any of its Affiliates (including, after the Closing Date, the Transferred Entities) resulting from such Tax Item. (b) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.19.01 (including, for the avoidance of doubt, input credits or other recoveries in respect of VAT) and (ii) any refunds or credits to which Seller is entitled under Section 7.5(a9.03(a), other than (x) any such refunds or (c); provided that Seller shall not be entitled to any refunds credits to the extent such refunds were reflected as an asset in Final Working Capital on the Final Post-Closing Adjustment Statementand (y) any refunds or credits to which Buyer is entitled pursuant to Section 9.03(c). Purchaser Buyer shall be entitled to any refunds or credits of any member of the Alkali Group of or against any Taxes of such member the Transferred Entities other than refunds or credits to which Seller is entitled pursuant to the foregoing sentencefirst sentence of this Section 9.03(b). Any refunds or credits of or against Taxes of the members of the Alkali Group or with respect to the Transferred Assets for any Straddle Period shall be equitably apportioned between Seller and Purchaser Buyer in accordance with the principles set forth in Section 7.3 9.04 and the first sentence of this Section 7.5(b9.03(b). Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 7.5(b9.03(b), the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit, and net of any reasonable expenses incurred in obtaining such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of such the refund or credit or the application of such refund or credit or against amounts otherwise payable. To the extent any such refund or credit that has been paid over to a Party hereto is subsequently disallowed or adjusted by the relevant Taxing Authority, such Party shall promptly repay such disallowed amount to the other Party (together with any applicable interest and penalties). (c) Purchaser Buyer shall use reasonable best efforts to cause the members of the Alkali Group Transferred Entities to carry forward or carry backforward, where permitted by applicable Law, any item of loss, deduction or credit which of a Transferred Entity that arises in any a taxable period ending (or portion thereof) beginning after the Closing Date (other than any item of loss, deduction or credit described in Section 9.03(a)) (a “Subsequent Loss”) into any a taxable period beginning after the Closing Date, if a carry back of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Seller is responsible pursuant to Section 7.1 or otherwise. If any such a Subsequent Loss is not permitted by applicable Law to be carried forward or carried back into any a taxable period beginning after the Closing Date, Seller Buyer shall be permitted to cause the relevant Transferred Entity to carry back such Subsequent Loss into a taxable period ending before the Closing Date and Buyer shall be entitled to any refund of, or credit against, Taxes resulting from such carryback; provided, that Buyer shall indemnify Seller for any carry back Taxes incurred by, and other collateral Losses and consequences to, Seller or any of its Affiliates, resulting from such carryback; provided, further, that in no event shall the amount of such Subsequent Loss into any taxable period beginning on or before indemnification obligation exceed the Closing Dateamount of the refund received by Buyer pursuant to this Section 9.03(c).