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

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) If Purchaser or any of its Affiliates (including, after the Closing Date, the members of the Education Group) actually realizes a Tax Benefit (calculated on a “with and without basis”) 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 is responsible under Section 7.2, then, Purchaser shall pay to Parent the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which such Tax Benefit is actually realized or utilized; provided, however, that Purchaser shall not be required to pay to Parent any amount under the above provisions of this Section 7.6(a) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Section 7.2 in respect of such audit adjustment (or adjustment in any such other Tax Proceeding). Purchaser shall, or shall cause the appropriate Affiliate to, claim any such Tax Benefit to which it may be entitled as a result of any such audit adjustment (or adjustment in any other Tax Proceeding). (b) Parent shall be entitled to any Tax Benefit actually realized by Purchaser or any of its Affiliates (including, after the Closing Date, the members of the Education Group) (calculated on a “with and without basis”) as a result of any Tax Item arising in respect of any payment, loss, obligation or liability (i) for which Parent has indemnified a Purchaser Indemnified Party pursuant to this Article VII or Article X, (provided, however, that Purchaser shall not be required to pay to Parent any amount pursuant to this clause (i) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Article VII or to a Purchaser Indemnified Party pursuant to Article X in respect of such payment, loss, obligation or liability), (ii) that was included as a liability or other reduction in the calculation of the Adjustment Amount on the Final Post-Closing Adjustment Statement, (iii) with respect to any compensation actually paid or reimbursed by Parent, taken into account as a liability or other reduction in determining the Adjustment Amount or that relates to any equity awards issued or owed by Parent or any member of the Parent Group, or (iv) in respect of any costs or expenses relating to the transactions contemplated by this Agreement or the Ancillary Agreements actually paid or reimbursed by Parent or taken into account as a liability or other reduction in determining the Adjustment Amount, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Education 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 Parent has filing responsibility pursuant to Section 7.5(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.5(b), then, Purchaser shall claim such Tax Item and pay to Parent the amount of any Tax Benefit resulting from such Tax Item (net of all costs and expenses incurred by Purchaser as a result thereof). Parent shall repay to Purchaser the amount of any such Tax Benefit paid by Purchaser to Parent in the event that the Tax Item underlying such Tax Benefit is later disallowed. (c) Parent shall be entitled to (i) any refunds or credits of or against any Taxes for which Parent is responsible under Section 7.2, and (ii) any refunds or credits to which Sellers are entitled under Section 7.6(a) or (b), except (in the case of clause (i)) to extent that the Tax Items underlying such refunds or credits were generated in a Post-Closing Period and carried back to the Pre-Closing Period or to the extent such refunds or credits were previously included in the calculation of Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Education Group of or against any Taxes other than refunds or credits to which Parent is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes for any Straddle Period shall be equitably apportioned between Parent and Purchaser in accordance with the principles set forth in Section 7.4 and the first sentence of this Section 7.6(c). Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 7.6(c), 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) 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. (d) Purchaser shall cause the members of the Education 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 Parent is responsible pursuant to Section 7.2 or otherwise.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) If If, in respect of a taxable year that begins prior to the four (4) year anniversary of the Closing Date, Purchaser or any of its Affiliates (including, after including the Closing Date, the members of the Education GroupTransferred Entities) actually realizes a Tax Benefit (calculated determined on a “with and without without” basis”), by way of a reduction of Taxes paid, a net Tax Benefit (for the avoidance of doubt, determined by taking into account any related net Tax cost, including any net Tax cost associated with the receipt of any indemnification payment) as a result of (i) any audit adjustment (or adjustment in any other Tax Proceeding) Proceeding made with respect to any Tax Item by any taxing authority with respect to Taxes for which Parent is Sellers are responsible under Section 7.27.02 or (ii) any Tax Item arising in respect of any payment, thenloss, obligation, liability or Tax paid or incurred by any member of the Parent Group or for which Sellers are responsible to pay under this Agreement (including, for the avoidance of doubt, any deduction in respect of Parent Retention Payments, 2015 Incentive Compensation payments and any compensatory equity awards with respect to Parent Common Stock granted by Parent to Service Providers during the Pre-Closing Period), then Purchaser shall pay to Parent the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which after such Tax Benefit is actually realized or utilized; provided, however, utilized (it being understood that Purchaser shall not be required to pay to Parent any amount under in the above provisions case of this Section 7.6(a) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Section 7.2 in respect of such audit adjustment (or adjustment in any such other Tax ProceedingBenefit that is reflected on a Tax Return, such Tax Benefit shall be deemed to be actually realized or utilized on the date on which such Tax Return is filed). Purchaser shall, or shall cause its relevant Affiliate (including the appropriate Affiliate Transferred Entities) to, claim any such Tax Benefit to which it may be is entitled as a result of any such audit adjustment (or adjustment described in any other Tax Proceeding). (b) Parent shall be entitled to any Tax Benefit actually realized by Purchaser or any of its Affiliates (including, after the Closing Date, the members of the Education Group) (calculated on a “with and without basis”) as a result of any Tax Item arising in respect of any payment, loss, obligation or liability (i) for which Parent has indemnified a Purchaser Indemnified Party pursuant to this Article VII or Article X, (provided, however, that Purchaser shall not be required to pay to Parent any amount pursuant to this clause (i) above. Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to, claim any Tax Item described in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Article VII or to a Purchaser Indemnified Party pursuant to Article X in respect of such payment, loss, obligation or liability), clause (ii) that was included as a liability or other reduction in the calculation of the Adjustment Amount on the Final Post-Closing Adjustment Statement, (iii) with respect to any compensation actually paid or reimbursed by Parent, taken into account as a liability or other reduction in determining the Adjustment Amount or that relates to any equity awards issued or owed by Parent or any member of the Parent Group, or (iv) in respect of any costs or expenses relating to the transactions contemplated by this Agreement or the Ancillary Agreements actually paid or reimbursed by Parent or taken into account as a liability or other reduction in determining the Adjustment Amount, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Education Group) shall claim any such Tax Item above 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 Parent has filing responsibility pursuant to Section 7.5(a7.05(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.5(b)a Straddle Period or Post-Closing Period, then, then Purchaser shall claim or cause its relevant Affiliate (including the Transferred Entities) to claim such Tax Item and Item. Within fifteen (15) days after Purchaser notifies Parent in writing that any Governmental Entity required Purchaser to pay to Parent any Taxes the reduction of which constituted a Tax Benefit the amount of any Tax Benefit resulting from such Tax Item (net of all costs and expenses incurred by which Purchaser as a result thereofpreviously paid over to Parent pursuant to this Section 7.06(a). , Parent shall repay to Purchaser the such amount of any such Tax Benefit paid previously received by Purchaser to Parent in the event that the Tax Item underlying such Tax Benefit is later disallowedParent. (cb) Parent shall be entitled to (i) any refunds or credits of or against any Taxes for which Parent is the Sellers are responsible under Section 7.2, 7.02 and (ii) any refunds or credits to which Sellers are Parent is entitled under Section 7.6(a) or (b7.06(a); provided, except (in the case of clause (i)) however, that Parent shall not be entitled to extent that the Tax Items underlying such any refunds or credits were generated in a Post-Closing Period if and carried back to the Pre-Closing Period or to the extent such refunds or credits were previously included reflected as an asset in the calculation of Working Capital on the Final Post-Closing Adjustment StatementWorking Capital and Indebtedness Statement or result from the carryback of any Subsequent Loss (except for any such carryback that is not permitted under Section 7.06(c)). Purchaser shall be entitled to any refunds or credits of any member Taxes of the Education Group of or against any Taxes Transferred Entities other than refunds or credits to which Parent is entitled pursuant to the foregoing preceding sentence. Any refunds or credits of or against Taxes of the Transferred Entities for any Straddle Period shall be equitably apportioned between Parent and Purchaser in accordance with the principles set forth in Section 7.4 7.04 and the first sentence of this Section 7.6(c7.06(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 7.6(c7.06(b), the amount of such refund or credit (including any interest paid thereon by a Governmental Entity and net of (x) 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, (y) any amount reimbursed to a customer as a result of such refund or credit under the Federal Acquisition Regulation if such reimbursement relates to a Tax Liability recoverable as a cost in a cost-reimbursement or fixed-price (cost-redeterminable) government contract of the Transferred Entities and (z) any reasonable out-of-pocket expenses associated with obtaining such refund or credit or making such reimbursement) in readily available funds within fifteen (15) days of the actual receipt of the refund or or, in the case of a credit or a refund that is not received but instead applied against Taxes otherwise payable, the application filing of the Tax Return actually applying such credit or refund or credit against amounts otherwise payable. (dc) Purchaser shall cause the members of the Education Group Transferred Entities to carry forward or carry back, where permitted by applicable Law, back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) solely into any taxable period periods beginning after the Closing DateDate and, if a except to the extent otherwise required by applicable Law, shall not permit or cause any Transferred Entity to carry back of such any Subsequent Loss into any a taxable period beginning before ending prior to or including the Closing Date could relate to or affect any Tax for which Parent is responsible pursuant to Section 7.2 or otherwiseDate.

Certain Tax Benefits, Refunds, Credits and Carrybacks. (ai) If Purchaser Buyer or any of its Affiliates (including, after the Closing DateClosing, the members of the Education GroupCompany and its Subsidiaries) actually realizes recognizes a Net Tax Benefit (calculated on a “with and without basis”) as a result of any audit adjustment (or adjustment in pursuant to any other Tax Proceeding) Proceeding made with respect to any Tax Item item by any taxing authority Governmental Entity with respect to Taxes for which Parent Seller is responsible under Section 7.25.17(a)(i) and for which Seller has actually indemnified Buyer, then, Purchaser Buyer shall pay to Parent Seller the amount of such Net Tax Benefit within fifteen (15) 20 days of filing the Tax Return in which such Net Tax Benefit is was actually realized realized. “Net Tax Benefit” means (A) an actual reduction in Tax payable by Buyer and its Affiliates (including, after the Closing, the Company and its Subsidiaries), such reduction to be determined by comparing the Tax liability incurred by Buyer and its Affiliates (including, after the Closing, the Company and its Subsidiaries) taking into account the adjustment resulting from such audit or utilized; provided, however, Tax Proceeding to the Tax liability that Purchaser shall not be required to pay to Parent any amount under would have been incurred in the above provisions of this Section 7.6(a) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Section 7.2 in respect absence of such audit adjustment adjustment, less (or adjustment in B) any such other Tax Proceeding). Purchaser shall, or shall cause the appropriate Affiliate to, claim any such Tax Benefit to which it may be entitled as a result of any such audit adjustment (or adjustment in any other Tax Proceeding). (b) Parent shall be entitled to any Tax Benefit actually realized out-of-pocket cost incurred by Purchaser Buyer or any of its Affiliates (including, after the Closing DateClosing, the members of the Education GroupCompany and its Subsidiaries) (calculated on a “with and without basis”) as a result of any Tax Item arising in respect of any payment, loss, obligation or liability (i) for which Parent has indemnified a Purchaser Indemnified Party pursuant to this Article VII or Article X, (provided, however, that Purchaser shall not be required to pay to Parent any amount pursuant to this clause (i) in excess of determine the amount of such reduction, less (C) any actual net increase in Tax for the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Article VII or to a Purchaser Indemnified Party pursuant to Article X in respect of such payment, loss, obligation or liability), (ii) that was included as a liability or other reduction in the calculation of the Adjustment Amount on the Final Post-Closing Adjustment Statement, (iii) with respect to any compensation actually paid Tax Period payable by Buyer or reimbursed by Parent, taken into account as a liability or other reduction in determining the Adjustment Amount or that relates to any equity awards issued or owed by Parent or any member of the Parent Group, or (iv) in respect of any costs or expenses relating to the transactions contemplated by this Agreement or the Ancillary Agreements actually paid or reimbursed by Parent or taken into account as a liability or other reduction in determining the Adjustment Amount, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing DateClosing, the members of the Education GroupCompany and its Subsidiaries) 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 Parent has filing responsibility pursuant to Section 7.5(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.5(b), then, Purchaser shall claim such Tax Item and pay to Parent the amount of any Tax Benefit resulting from such Tax Item (net of all costs and expenses incurred by Purchaser as a result thereof). Parent shall repay to Purchaser of (1) the amount breach or inaccuracy of any such Tax Benefit paid by Purchaser to Parent in the event that the Tax Item underlying such Tax Benefit is later disallowed. (c) Parent shall be entitled to (i) any refunds or credits of or against any Taxes for which Parent is responsible under Section 7.2, and (ii) any refunds or credits to which Sellers are entitled under Section 7.6(a) or (b), except (in the case of clause (i)) to extent that the Tax Items underlying such refunds or credits were generated in a Post-Closing Period and carried back to the Pre-Closing Period or to the extent such refunds or credits were previously included in the calculation of Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Education Group of or against any Taxes other than refunds or credits to which Parent is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes for any Straddle Period shall be equitably apportioned between Parent and Purchaser in accordance with the principles representation set forth in Section 7.4 and 3.13; or (2) the first sentence occurrence of this Section 7.6(c). Each Party shall pay, the adjustment or cause its Affiliates to pay, to the Party entitled to a refund receipt or credit accrual of Taxes under this Section 7.6(c), 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 an indemnity payment in respect of such adjustment, in each case, such increase to be determined by comparing the Tax incurred by Buyer and its Affiliates (including, after the Closing, the Company and its Subsidiaries) taking into account all Tax items resulting from such breach or inaccuracy or the occurrence of the adjustment or the receipt or accrual of such refund indemnity payment with the Tax that would have been incurred in the absence of such breach or creditinaccuracy or occurrence. To the extent that any Net Tax Benefit with respect to which Buyer has made a payment to Seller under this Section 5.17(f)(ii) in readily available funds within fifteen is later lost (15or increased) days of for any reason, Seller shall repay to Buyer (or Buyer shall pay to Seller) the actual receipt of the refund or credit amount so lost (or the application amount of such refund increase) within 20 days after Buyer’s delivery of notice to Seller specifying in reasonable detail the amount so lost (or credit against amounts otherwise payable. (d) Purchaser shall cause the members of the Education 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 within 20 days after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after the Closing Date, if a carry back recognition of such Subsequent Loss into any taxable period beginning before the Closing Date could relate to or affect any Tax for which Parent is responsible pursuant to Section 7.2 or otherwiseincrease).

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) If Purchaser or any of its Affiliates (including, after the Closing DateClosing, the members Purchased Entities and, solely to the extent of the Education GroupApplicable Percentage of any relevant Tax Benefit, the Purchased Consolidated Ventures) actually realizes a Tax Benefit (calculated determined on a “with and without without” basis”) 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 Taxing Authority with respect to Taxes for which Parent Seller is responsible under Section 7.26.1, then, then Purchaser shall pay to Parent Seller the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which realizing such Tax Benefit is actually realized or utilizedBenefit; provided, however, that Purchaser shall not be required to pay to Parent any amount under the above provisions of this Section 7.6(a) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Section 7.2 in respect of such audit adjustment (or adjustment in any such other Tax Proceeding). Purchaser shall, or shall cause the appropriate Affiliate to, claim any such Tax Benefit to the extent it exceeds the amount of the relevant Taxes for which it may be entitled Seller is responsible under Section 6.1 as a result of any such audit adjustment (or adjustment in any other Tax Proceeding)adjustment. (b) Parent Seller shall be entitled to any Tax Benefit actually realized by Purchaser or any of its Affiliates (including, after the Closing DateClosing, the members Purchased Entities and, solely to the extent of the Education GroupApplicable Percentage of any relevant Tax Benefit, the Purchased Consolidated Ventures) as a result of (calculated i) any loss, obligation, liability or Tax for which (x) Seller is responsible under this Agreement (and for which Seller or any of its Affiliates has indemnified or held harmless Purchaser or any of its Affiliates (whether the relevant payment is made directly to Purchaser or such Affiliate or directly to the relevant third party) under Article VI or Article IX) or (y) Seller or any of its Affiliates has made a payment pursuant to Section 5.7(e), Section 5.7(i), Section 5.7(m) or Section 5.7(o) or (ii) any payment of the Closing Retention Amount by Purchaser or any of its Affiliates. To the extent any such Tax Benefit is permitted by Law to be claimed on any Tax Return of Purchaser or any of its Affiliates or a Tax Return of a Purchased Entity or Purchased Consolidated Venture, then Purchaser shall claim the relevant Tax Item and pay to Seller the amount of any Tax Benefit actually realized (determined on a “with and without without” basis”) as a result by Purchaser or any of its Affiliates (including, after the Closing, the Purchased Entities and, solely to the extent of the Applicable Percentage of any such Tax Benefit, the Purchased Consolidated Ventures) resulting from such Tax Item arising in respect within fifteen (15) Business Days of any payment, loss, obligation or liability (i) for which Parent has indemnified a Purchaser Indemnified Party pursuant to this Article VII or Article X, (realizing such Tax Benefit; provided, however, that Purchaser shall not be required to pay to Parent any amount pursuant to this clause (i) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Article VII or to a Purchaser Indemnified Party pursuant to Article X in respect of such payment, loss, obligation or liability), (ii) that was included as a liability or other reduction in the calculation of the Adjustment Amount on the Final Post-Closing Adjustment Statement, (iii) with respect to any compensation actually paid or reimbursed by Parent, taken into account as a liability or other reduction in determining the Adjustment Amount or that relates to any equity awards issued or owed by Parent or any member of the Parent Group, or (iv) in respect of any costs or expenses relating to the transactions contemplated by this Agreement or the Ancillary Agreements actually paid or reimbursed by Parent or taken into account as a liability or other reduction in determining the Adjustment Amount, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Education 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 Parent has filing responsibility pursuant to Section 7.5(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.5(b), then, Purchaser shall claim such Tax Item and pay to Parent the amount of any Tax Benefit resulting from such Tax Item (net of all costs and expenses incurred by Purchaser as a result thereof). Parent shall repay to Purchaser the amount of any such Tax Benefit paid by Purchaser (x) to Parent the extent it exceeds the amount of the relevant payment and (y) in the event that the Tax Item underlying case of any such Tax Benefit resulting from a loss, obligation or liability in respect of which Seller is later disallowedrequired to make a payment to Purchaser pursuant to Section 5.7(o)(iii), before the Seller makes such payment to Purchaser pursuant to Section 5.7(o)(iii). For the avoidance of doubt, (i) Purchaser and its Affiliates shall not be deemed to have actually realized a Tax Benefit under Section 6.5(a) or Section 6.5(b) to extent the relevant Tax Item reduced Taxes for which Seller is responsible pursuant to Section 6.1 and, (ii) Purchaser shall not be required to make duplicative payments with respect to any Tax Item that results in a Tax Benefit or refund under Section 6.5. (c) Parent Seller shall be entitled to any refunds (including refunds made by way of credit against Tax) with respect to any Taxes for which Seller is responsible under Section 6.1 (other than any refund (including a refund made by way of credit against Tax) to which Purchaser is entitled under Section 6.5(d)) except to the extent such refund (or such credit) was included as an asset in the calculation of Closing Working Capital on the Post-Closing Statement (as adjusted pursuant to Section 2.9(d)). Purchaser shall be entitled to (i) any refunds or credits (including refunds made by way of or credit against any Taxes for which Parent is responsible under Section 7.2, and (iiTax) any refunds or credits to which Sellers are entitled under Section 7.6(a) or (b), except (in the case of clause (i)) to extent that the Tax Items underlying such refunds or credits were generated in a Post-Closing Period and carried back to the Pre-Closing Period or to the extent such refunds or credits were previously included in the calculation of Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Education Group Purchased Entities of or against any Taxes other than refunds (or credits credits) to which Parent Seller is entitled pursuant to the foregoing sentencesentence and (ii) any refunds (including refunds made by way of credit against Tax) to which Purchaser is entitled under Section 6.5(d). Any refunds or credits (including refunds made by way of or credit against Tax) with respect to Taxes of the Purchased Entities (and the Applicable Percentage of any refunds (including refunds made by way of credit against Tax) with respect to Taxes of the Purchased Consolidated Ventures) for any Straddle Period shall be equitably apportioned between Parent Seller and Purchaser in accordance with the principles set forth in Section 7.4 6.3 and the first sentence of this Section 7.6(c6.5(c). Each Party party shall pay, or cause its Affiliates to pay, to the Party party entitled to a refund or (including a refund made by way of credit against Tax) of Taxes under this Section 7.6(c6.5(c), the amount of such refund (or credit such credit) (including any interest paid thereon and net of any additional Taxes or costs to the Party party receiving such refund (or credit such credit) in respect of the receipt or accrual of such refund (or such credit)) in readily available funds within fifteen (15) days of the actual receipt of the such refund (or credit such credit) or the application of such refund (or credit such credit) against amounts otherwise payable. If a party or its Affiliate pays any amounts in respect of any refund or credit to another party pursuant to this Section 6.5(c) and such refund or credit is subsequently disallowed or adjusted by the relevant Taxing Authority, the parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by such Taxing Authority in respect of such adjustment) to reflect such disallowance or adjustment. (d) Purchaser shall cause Except to the members of the Education Group to carry forward or carry back, where permitted extent required by applicable Law, Purchaser shall not, and shall cause the Purchased Entities not to (and with respect to the Purchased Ventures, Purchaser shall not consent to or affirmatively authorize such Purchased Venture to), carry back any item of loss, deduction or credit which arises in any taxable period ending on or after the Closing Date (a “Subsequent Loss”) into any taxable period beginning after ending before the Closing DateDate without Seller’s prior written consent, if which consent shall not be unreasonably withheld, conditioned or delayed. If a carry back of such Subsequent Loss is carried back into any taxable period beginning ending before the Closing Date could relate in accordance with this Section 6.5(d), Purchaser shall be entitled to any refund of Taxes resulting from any such carry back that it may receive and if such refund is received by Seller or affect any Tax for which Parent is responsible pursuant of its Affiliates, Seller shall pay or cause to be paid such refund (net of any additional costs or Taxes incurred by Seller or its Affiliates in connection with such carryback) to Purchaser to the extent required by, and in accordance with, Section 7.2 or otherwise6.5(c).

Certain Tax Benefits, Refunds, Credits and Carrybacks. (a) If Purchaser The amount of any Loss, Tax or expense for which indemnification is provided under this Article VI or Article IX shall be net of any Tax Benefit actually realized by the relevant Indemnified Party or any of its Affiliates in the taxable year in which such Loss, Tax or expense is paid or accrued, or in the three (including, 3) succeeding tax years. In the event that any such Tax Benefit is realized after the Closing Daterelevant indemnification payment is made (such that such indemnification payment was not reduced by the amount of such Tax Benefit), the members of the Education Group) actually realizes a Tax Benefit (calculated on a “with and without basis”) 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 is responsible under Section 7.2, then, Purchaser Indemnified Party shall pay to Parent the Indemnifying Party the amount of such Tax Benefit within no later than fifteen (15) days after such Tax Benefit is actually realized. For the avoidance of filing doubt, the realization of any such Tax Return Benefit by the Indemnified Party or any of its Affiliates shall in which no way limit, diminish or waive any remedy of any Indemnified Party under this Agreement, subject to the Indemnifying Party’s right to receive the amount of such Tax Benefit pursuant to the immediately preceding sentence if, when, and to the extent such Tax Benefit is actually realized or utilized; provided, however, that Purchaser shall not be required to pay to Parent any amount under the above provisions of in accordance with this Section 7.6(a) in excess 6.12(a). “Tax Benefit” means, for any Tax year, the amount by which the cash Tax Liability of the amount relevant Person for such Tax year is actually reduced as a result of the indemnity payment made relevant Loss, Tax, expense or amount, calculated by Parent to a Purchaser Tax Indemnified Party pursuant to Section 7.2 comparing (i) the Taxes payable by such Person in respect of such audit adjustment Tax year without giving effect to any deductions for the payment or accrual of the Loss, Tax or expense giving rise to the relevant indemnity payment and (or adjustment ii) the Taxes payable by such Person in any such other Tax Proceeding). Purchaser shall, or shall cause the appropriate Affiliate to, claim any respect of such Tax Benefit year giving effect to which it may be entitled such deduction allowed as a result of any such audit adjustment (payment or adjustment in any other Tax Proceeding). (b) Parent shall be entitled to any Tax Benefit actually realized by Purchaser or any of its Affiliates (including, after the Closing Date, the members of the Education Group) (calculated on a “with and without basis”) as a result of any Tax Item arising in respect of any payment, loss, obligation or liability (i) for which Parent has indemnified a Purchaser Indemnified Party pursuant to this Article VII or Article X, (provided, however, that Purchaser shall not be required to pay to Parent any amount pursuant to this clause (i) in excess of the amount of the indemnity payment made by Parent to a Purchaser Tax Indemnified Party pursuant to Article VII or to a Purchaser Indemnified Party pursuant to Article X in respect accrual of such paymentLoss, loss, obligation or liability), (ii) that was included as a liability or other reduction in the calculation of the Adjustment Amount on the Final Post-Closing Adjustment Statement, (iii) with respect to any compensation actually paid or reimbursed by Parent, taken into account as a liability or other reduction in determining the Adjustment Amount or that relates to any equity awards issued or owed by Parent or any member of the Parent GroupTax, or (iv) in respect of any costs or expenses relating to the transactions contemplated by this Agreement or the Ancillary Agreements actually paid or reimbursed by Parent or taken into account as a liability or other reduction in determining the Adjustment Amountexpense, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Education 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 Parent has filing responsibility pursuant to Section 7.5(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.5(b), then, Purchaser shall claim such Tax Item and pay to Parent the amount of any Tax Benefit resulting from such Tax Item (net of all costs and expenses incurred by Purchaser as a result thereof). Parent shall repay to Purchaser the amount of any such Tax Benefit paid by Purchaser to Parent in the event that the Tax Item underlying such Tax Benefit is later disallowed. (c) Parent shall be entitled to (i) any refunds or credits of or against any Taxes for which Parent is responsible under Section 7.2, and (ii) any refunds or credits to which Sellers are entitled under Section 7.6(a) or (b), except (in the case of clause (i)) to extent that the Tax Items underlying such refunds or credits were generated in a Post-Closing Period and carried back to the Pre-Closing Period or to the extent such refunds or credits were previously included in the calculation of Working Capital on the Final Post-Closing Adjustment Statement. Purchaser shall be entitled to any refunds or credits of any member of the Education Group of or against any Taxes other than refunds or credits to which Parent is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes for any Straddle Period shall be equitably apportioned between Parent and Purchaser in accordance with the principles set forth in Section 7.4 and the first sentence of this Section 7.6(c). Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 7.6(c), the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the and reasonable out-of-pocket expenses incurred by such Indemnified Party in connection with obtaining, receiving or accruing such refund or credit reduction 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 Tax Liability or the application of such refund or credit against amounts otherwise payablerelated indemnification payment. (d) Purchaser shall cause the members of the Education 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 Parent is responsible pursuant to Section 7.2 or otherwise.