Common use of Post-Closing Tax Savings Clause in Contracts

Post-Closing Tax Savings. If the Closing occurs after December 31, 2020 or if and to the extent the Transaction Tax Deductions are not reflected or included on Tax Returns of the Company Entities for the tax period (or portion thereof) ending on or before the Closing Date, then, after the Closing, Purchaser2 shall pay Seller the amount of any reduction in Income Tax liabilities of Purchaser2 and any of its Affiliates (including the Company Entities), in any Tax period (or portion thereof) beginning after the Closing Date and ending on or before December 31, 2026, that are solely attributable to any Transaction Tax Deductions (or any net operating loss carry forwards solely attributable to the Transaction Tax Deductions in the tax year in which the Closing occurs) of the Company Entities that are not deducted in a Pre-Closing Tax Period and are properly deductible in a Tax period (or portion thereof) beginning after the Closing Date, calculated by comparing the Income Tax liability without any such Transaction Tax Deductions (including any such net operating loss carryforwards) and the Income Tax liability actually payable taking into account such Transaction Tax Deductions (including any such net operating loss carryforwards). Purchaser2 shall pay over to Seller any such reduction in Income Tax liability (as finally determined) within ninety days after the filing of the Tax Return related to such reduction. Promptly (but in any event within ninety days) following the filing of Tax Returns for each period ending on or before December 31, 2026, Purchaser2 shall provide to Seller a computation of (x) the usage of the Transaction Tax Deductions and (y) the amount of any reduction in Income Tax liabilities due to Seller pursuant to this Section 7.05(g), including providing any supporting work papers, schedules and other information reasonably related to the computation of such usage and verification of any amounts payable under this Section 7.05(g). In the event Seller receives a payment pursuant to this Section 7.05(g) and it is later determined that the actual reduction in Income Tax liabilities that are attributable to Transaction Tax Deductions giving rise to the payment is less than the amount previously determined by Purchaser2 in calculating such payment (e.g., a portion of the Transaction Tax Deductions are disallowed as a result of a Legal Proceeding), Seller shall promptly (but within ten business days) after such determination return the portion of the payment received by Seller that would not have been paid to Seller had the payment been calculated correctly (e.g., had the disallowed Transaction Tax Deductions not been claimed), plus any amount of interest charged by the applicable Governmental Authority with respect to such underpayment of Tax attributable to the disallowed Transaction Tax Deductions.

Post-Closing Tax Savings. If After the Applicable Closing occurs after December 31Date and except with respect to any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, 2020 Purchaser shall pay to LivaNova the amount of any reduction in Tax payments of Purchaser, the Transferred Subsidiaries or if and any affiliates thereof that would otherwise be payable with respect to the extent the Transaction any Post-Closing Tax Deductions are not reflected or included on Tax Returns of the Company Entities for the tax period Period (or portion thereof) ending on or before December 31, 2022 by Purchaser, the Transferred Subsidiaries, or any affiliate thereof and that are attributable to any LivaNova NOLs (such amount, the “NOL Tax Benefit”). The NOL Tax Benefit for any taxable year shall be an amount equal to the excess of (A) the cumulative liability for Taxes of Purchaser, Transferred Subsidiaries and affiliates thereof that would have been payable for such taxable year, calculated by excluding all LivaNova NOLs over (B) the actual cumulative liability for Taxes of Purchaser, Transferred Subsidiaries and affiliates thereof through the end of such taxable year, calculated by using any LivaNova NOLs not previously taken into account (in each case to the extent permitted by applicable Tax law and subject to any limitations on the use of such LivaNova NOLs). An NOL Tax Benefit shall be calculated at the time of the filing of each relevant Tax Return for any taxable year on which such LivaNova NOLs are utilized to reduce Taxes of Purchaser, the Transferred Subsidiaries, or any affiliates thereof for any Post-Closing DateTax Period (and not when estimated Taxes are paid). At least fifteen (15) calendar days prior to filing any such Tax Return, thenPurchaser shall provide XxxxXxxx with written notice of the NOL Tax Benefits calculated with respect to such Tax Return (such notice to specify in reasonable detail the nature and amount of such NOL Tax Benefit) along with supporting schedules and work papers, as determined in good faith by Purchaser or as reasonably requested by XxxxXxxx; provided, that LivaNova shall bear all reasonable and documented out-of-pocket expenses of providing such information. Purchaser and XxxxXxxx shall work together in good faith to resolve any disputes with respect to the amount or existence of an NOL Tax Benefit. If Purchaser and XxxxXxxx are unable to resolve any such disputes, such disputes shall be resolved promptly by an internationally recognized independent accounting firm mutually agreed upon in writing by Xxxxxxxxx and XxxxXxxx. The decision of such firm shall be final. The costs of such firm shall (i) shall be borne by XxxxXxxx, in the proportion that the aggregate dollar amount of items that are successfully disputed by Purchaser (as finally determined by such firm) bears to the aggregate dollar amount of such disputed items and (ii) shall be borne by Purchaser in the proportion that the aggregate dollar amount of items that are successfully disputed by XxxxXxxx (as finally determined by such firm) bears to the aggregate dollar amount of such disputed items. Within ten (10) calendar days after the Closing, Purchaser2 shall pay Seller the amount filing of each such Tax Return for any reduction in Income Tax liabilities of Purchaser2 and any of its Affiliates (including the Company Entities), in any Tax period (or portion thereof) beginning after the Closing Date and taxable year ending on or before December 31, 2026, that are solely attributable to any Transaction Tax Deductions (or any net operating loss carry forwards solely attributable to the Transaction Tax Deductions in the tax year 2022 in which the Closing occurs) of the Company Entities that a NOL Tax Benefit is actually realized (and not when estimated Taxes are not deducted in a Pre-Closing Tax Period and are properly deductible in a Tax period (or portion thereof) beginning after the Closing Datepaid), calculated by comparing the Income Tax liability without any such Transaction Tax Deductions (including any such net operating loss carryforwards) and the Income Tax liability actually payable taking into account such Transaction Tax Deductions (including any such net operating loss carryforwards). Purchaser2 Purchaser shall pay over to Seller any such reduction LivaNova by wire transfer of immediately available funds to one or more accounts designated in Income Tax liability (as finally determined) within ninety days after the filing of the Tax Return related to such reduction. Promptly (but in any event within ninety days) following the filing of Tax Returns for each period ending on or before December 31, 2026, Purchaser2 shall provide to Seller a computation of (x) the usage of the Transaction Tax Deductions and (y) writing by LivaNova the amount of any reduction in Income such NOL Tax liabilities due to Seller pursuant to this Section 7.05(g), including providing any supporting work papers, schedules and other information reasonably related to the computation of such usage and verification of any amounts payable under this Section 7.05(g)Benefit. In the event Seller receives a payment pursuant that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to this Section 7.05(g) and it is later determined that repay the actual reduction in Income amount of any NOL Tax liabilities that are attributable Benefit to Transaction Tax Deductions giving rise any Governmental Entity due to the payment is less than the amount previously determined successful challenge by Purchaser2 in calculating such payment (e.g., a portion Governmental Entity of the Transaction Tax Deductions are disallowed as a result use of a Legal Proceeding)LivaNova NOLs, Seller upon Purchaser’s provision of documentation regarding such successful challenge that is reasonably acceptable to LivaNova, LivaNova shall promptly repay to Purchaser (but within ten business daysor such Transferred Subsidiary, as applicable) after such determination return the portion of the payment received by Seller that would not have been paid to Seller had the payment been calculated correctly (e.g., had the disallowed Transaction Tax Deductions not been claimed), plus any an amount of interest charged by the applicable Governmental Authority with respect equal to such underpayment of NOL Tax attributable to the disallowed Transaction Tax DeductionsBenefit.

Post-Closing Tax Savings. If After the Applicable Closing occurs after December 31Date and except with respect to any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, 2020 Purchaser shall pay to LivaNova the amount of any reduction in Tax payments of Purchaser, the Transferred Subsidiaries or if and any affiliates thereof that would otherwise be payable with respect to the extent the Transaction any Post-Closing Tax Deductions are not reflected or included on Tax Returns of the Company Entities for the tax period Period (or portion thereof) ending on or before December 31, 2022 by Purchaser, the Transferred Subsidiaries, or any affiliate thereof and that are attributable to any LivaNova NOLs (such amount, the “NOL Tax Benefit”). The NOL Tax Benefit for any taxable year shall be an amount equal to the excess of (A) the cumulative liability for Taxes of Purchaser, Transferred Subsidiaries and affiliates thereof that would have been payable for such taxable year, calculated by excluding all LivaNova NOLs over (B) the actual cumulative liability for Taxes of Purchaser, Transferred Subsidiaries and affiliates thereof through the end of such taxable year, calculated by using any LivaNova NOLs not previously taken into account (in each case to the extent permitted by applicable Tax law and subject to any limitations on the use of such LivaNova NOLs). An NOL Tax Benefit shall be calculated at the time of the filing of each relevant Tax Return for any taxable year on which such LivaNova NOLs are utilized to reduce Taxes of Purchaser, the Transferred Subsidiaries, or any affiliates thereof for any Post-Closing DateTax Period (and not when estimated Taxes are paid). At least fifteen (15) calendar days prior to filing any such Tax Return, thenPurchaser shall provide LivaNova with written notice of the NOL Tax Benefits calculated with respect to such Tax Return (such notice to specify in reasonable detail the nature and amount of such NOL Tax Benefit) along with supporting schedules and work papers, as determined in good faith by Purchaser or as reasonably requested by LivaNova; provided, that LivaNova shall bear all reasonable and documented out-of-pocket expenses of providing such information. Purchaser and LivaNova shall work together in good faith to resolve any disputes with respect to the amount or existence of an NOL Tax Benefit. If Purchaser and LivaNova are unable to resolve any such disputes, such disputes shall be resolved promptly by an internationally recognized independent accounting firm mutually agreed upon in writing by Purchaser and LivaNova. The decision of such firm shall be final. The costs of such firm shall (i) shall be borne by LivaNova, in the proportion that the aggregate dollar amount of items that are successfully disputed by Purchaser (as finally determined by such firm) bears to the aggregate dollar amount of such disputed items and (ii) shall be borne by Purchaser in the proportion that the aggregate dollar amount of items that are successfully disputed by LivaNova (as finally determined by such firm) bears to the aggregate dollar amount of such disputed items. Within ten (10) calendar days after the Closing, Purchaser2 shall pay Seller the amount filing of each such Tax Return for any reduction in Income Tax liabilities of Purchaser2 and any of its Affiliates (including the Company Entities), in any Tax period (or portion thereof) beginning after the Closing Date and taxable year ending on or before December 31, 2026, that are solely attributable to any Transaction Tax Deductions (or any net operating loss carry forwards solely attributable to the Transaction Tax Deductions in the tax year 2022 in which the Closing occurs) of the Company Entities that a NOL Tax Benefit is actually realized (and not when estimated Taxes are not deducted in a Pre-Closing Tax Period and are properly deductible in a Tax period (or portion thereof) beginning after the Closing Datepaid), calculated by comparing the Income Tax liability without any such Transaction Tax Deductions (including any such net operating loss carryforwards) and the Income Tax liability actually payable taking into account such Transaction Tax Deductions (including any such net operating loss carryforwards). Purchaser2 Purchaser shall pay over to Seller any such reduction LivaNova by wire transfer of immediately available funds to one or more accounts designated in Income Tax liability (as finally determined) within ninety days after the filing of the Tax Return related to such reduction. Promptly (but in any event within ninety days) following the filing of Tax Returns for each period ending on or before December 31, 2026, Purchaser2 shall provide to Seller a computation of (x) the usage of the Transaction Tax Deductions and (y) writing by LivaNova the amount of any reduction in Income such NOL Tax liabilities due to Seller pursuant to this Section 7.05(g), including providing any supporting work papers, schedules and other information reasonably related to the computation of such usage and verification of any amounts payable under this Section 7.05(g)Benefit. In the event Seller receives a payment pursuant that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to this Section 7.05(g) and it is later determined that repay the actual reduction in Income amount of any NOL Tax liabilities that are attributable Benefit to Transaction Tax Deductions giving rise any Governmental Entity due to the payment is less than the amount previously determined successful challenge by Purchaser2 in calculating such payment (e.g., a portion Governmental Entity of the Transaction Tax Deductions are disallowed as a result use of a Legal Proceeding)LivaNova NOLs, Seller upon Purchaser’s provision of documentation regarding such successful challenge that is reasonably acceptable to LivaNova, LivaNova shall promptly repay to Purchaser (but within ten business daysor such Transferred Subsidiary, as applicable) after such determination return the portion of the payment received by Seller that would not have been paid to Seller had the payment been calculated correctly (e.g., had the disallowed Transaction Tax Deductions not been claimed), plus any an amount of interest charged by the applicable Governmental Authority with respect equal to such underpayment of NOL Tax attributable to the disallowed Transaction Tax DeductionsBenefit.