Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of Sellers. Any other refund (or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request therefor.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction Any refund or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to of Company or any of the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes for which Sellers have VENA or its Affiliates has paid or borneunder Article 8), including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such a refund or credit borne by Purchaser of Tax or its affiliatesTaxes resulting from a carryback of a loss or credit from a Post-Closing Tax Period (as defined below), shall be for the account of, or payable for the account of, Company or one or more of Sellersthe Subsidiaries, as applicable. Within a reasonable time after the receipt of any such refund or credit (a) that is not reflected on the Recent Balance Sheet, or (b) with respect to the overpayment of the Taxes relating to the Impuesto Sobre el Credito al Salario for 2002, which has been listed as a receivable on the Xxxxxx Xxxance Sheet, OCVF shall, or shall cause Company or any of the Subsidiaries, as the case may be, to pay VENA any amount equal to 60% of the amounts of any such refund or credit (minus a proportionate allocation of costs and expenses incurred, if any, in the collection of such amount). Any other refund (or credit in lieu thereof) of Taxes (including of Company or any refunds (or credits in lieu thereof) arising from of the carryback of Subsidiaries for any Tax loss, deduction or credit arising in a taxable period (or portion thereof) beginning after the Initial Closing DateDate (a "Post-Closing Tax Period") relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of PurchaserCompany or any of the Subsidiaries. Purchaser OCVF shall, if LivaNova reasonably VENA so requests, and at LivaNova’s sole cost and expense, file for and obtain cause Company or cause any of the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are VENA or any of its Affiliates is entitled under this Section 10.02(f5.22(f). Purchaser OCVF and Company shall pay permit VENA or its designated Affiliate to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova control the amount prosecution of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereofclaim. In To the event extent that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit that is filed for, or prosecuted by, VENA as stated in this Section 5.22(f) relating to any Governmental Entity due to the successful challenge of a Pre-Closing Tax Period and such refund or credit by such Governmental Entitycauses Company or any of the Subsidiaries to be subject to repayment of the refund or credit in a Post-Closing Tax Period or creates a deferred tax liability, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to then such refund or credit immediately upon written request thereforshall be for the account of Company or any of the Subsidiaries, as applicable. To the extent that any refund or credit of Tax or Taxes relating to a Pre-Closing Tax Period has resulted due to the acceleration of a tax deduction inconsistent with past practices, and such acceleration creates a deferred tax liability that Company or any of the Subsidiaries is obligated to pay in the Post-Closing Tax Period, such refund or credit shall accrue 100% for Company and the Subsidiaries, as applicable.

Refunds and Credits. Except with respect to (i) any Tax Any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes of the Transferred Entities or relating to the Business, the Transferred Subsidiaries or Transferred Purchased Assets for any Pre-Closing Tax Period shall be for the account of Seller (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of except for any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser resulting from a carryback that is permitted pursuant to Section 5.3(b)(ii)), provided that Buyer shall be entitled to retain any such refunds that would otherwise be for the account of Seller to the extent of the Tax cost to Buyer and its Affiliates (including the Transferred Entities) of receiving such refunds. Any refunds or its affiliatescredits of the Transferred Entities or relating to the Purchased Assets for any Post-Closing Tax Period, and any refund or credit resulting from a carryback that is permitted pursuant to Section 5.3(b)(ii), shall be for the account of Sellersthe Buyer. Any other refund (refunds or credit in lieu thereof) credits of Taxes (including any refunds (of the Transferred Entities or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Purchased Assets for any Straddle Period shall be apportioned between Seller and Buyer pursuant to Section 9.2(c) of this Agreement. Any non-U.S. Tax that is deemed paid in a taxable period pursuant to Section 902 of the Code (or similar provision of state, local, or non-U.S. law) or that is credited in a taxable period pursuant to Section 901 of the Code (or similar provision of state, local or non-U.S. law) shall be considered to be for such taxable period, regardless of when the account of Purchaserunderlying non-U.S. Tax was actually paid or accrued. Purchaser Buyer shall, if LivaNova Seller reasonably so requests, requests and at LivaNova’s sole cost and Seller's expense, file for and obtain any refunds or credits, or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser Entities to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) credits, to which Seller is entitled pursuant to under this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or 10.3. Seller shall procure that any affiliate thereof. In the event that Purchaser, request for any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due for the Pre- Closing Tax Period of or with respect to the successful challenge Transferred Entities shall be prepared in accordance with the past practice for the underlying Tax Return, shall not include any change in any method of such refund or credit by such Governmental Entityaccounting and shall not include any Tax election that is inconsistent with past practice, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforin each case except for a Permitted Tax Action.

Refunds and Credits. Except with respect to (i) any Tax Any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or Taxes attributable to a the Acquired Assets or of Cemax-Icon for any taxable period (ending on or portion thereof) beginning after before the Applicable Initial Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of SellersSeller to the extent that any such refund can be obtained or any such credit utilized without considering income, loss or any other item arising in any Post-Closing Tax Period of Cemax-Icon or any taxable period of Purchaser or any other affiliate of Purchaser. Any other refund (refunds or credit in lieu thereof) credits of Taxes (including attributable to the Acquired Assets or of Cemax-Icon for any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a taxable period (or portion thereof) thereof beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets Date shall be for the account of Purchaser. Any refunds or credits of Taxes attributable to the Acquired Assets or of Cemax-Icon for any Straddle Period shall be equitably apportioned between Seller and Purchaser except that Seller shall be entitled to share only in the portion of any such refund which can be obtained or the portion of any such credit which can be utilized without considering income, loss or any other item arising in any Post-Closing Tax Period of Cemax-Icon. If Seller so requests and at Seller's expense, Purchaser shall, if LivaNova reasonably so requestsand shall cause Cemax- Icon to, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled under this Section 10.03; provided, however, that Cemax-Icon will not be required to take any position that could result in a detriment to Purchaser or its affiliates except to the extent such position is consistent with past practice and Seller shall indemnify Purchaser and its affiliates for any losses resulting from Purchaser (or Cemax-Icon) taking any position, at Seller's request under this provision, that is not consistent with past practice. Purchaser shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall, and shall cause Cemax-Icon to, authorize by appropriate powers of attorney such persons as Seller shall designate to represent Purchaser or Cemax-Icon with respect to such refund claim; provided, however, that, with respect to each of the foregoing matters, Seller shall keep Purchaser informed concerning all material aspects of the prosecution of the claim and all related proceedings and shall pursue resolution of the claim diligently and in good faith taking into account Seller's obligations under the preceding sentence. Purchaser shall, and shall cause Cemax- Icon to forward to Seller any such refund within 10 days after the refund is received (or reimburse Seller for any such credit within 10 days after the credit is allowed or applied against other Tax liability); provided, however, that any such amounts payable to Seller shall be net of any net Tax cost to Purchaser or any affiliate of Purchaser including Cemax-Icon attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Purchaser shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 10.02(f10.03 as an adjustment to the Purchase Price for United States Federal income Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) no later than ten (10) calendar days after with respect to Purchaser or any of its affiliates causes any such refund is received or credit is utilized on a payment not to be treated as an adjustment to the Purchase Price. For purposes of computing the net Tax Return filed by Purchaser, a Transferred Subsidiary cost to Purchaser or any affiliate thereof. In of Purchaser referred to above, a Tax benefit shall be taken into account only to the event extent that Purchasersuch person has realized an actual Tax savings which such person would not otherwise have realized, any Transferred Subsidiaryassuming such person recognized all other items of income, or any affiliate thereof is required to repay any such refund gain, loss, deduction or credit before recognizing any item arising from the receipt and payment of such amounts hereunder; and for the avoidance of doubt, such savings shall not include the Tax refund which Purchaser or its affiliate is obligated to any Governmental Entity due pay over to Seller hereunder. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the successful challenge Closing Date as a result of such refund or credit an audit shall be governed by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforthe provisions of Section 9.06.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of Sellers. Any other refund (or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNovaXxxxXxxx’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova XxxxXxxx the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request therefor.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction Any refund or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to of the Business, the Transferred Subsidiaries Company or Transferred Assets any Subsidiary for any a Pre-Closing Tax Period or Taxes for other Indemnified Tax Liabilities previously paid by Parent and Seller (or other Taxes which Sellers have paid or bornetheir affiliates) shall belong to Parent and Seller and, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne if received by Purchaser or its affiliates, shall be promptly paid over to Parent. Subject to Section 5.08(e), any refund or credit of Taxes for a Pre-Closing Tax Period with respect to a Tax Return that included solely the account Company and/or any Subsidiary that arises out of Sellersa carryback of a loss or credit incurred by the Company or any Subsidiary in a Post-Closing Tax Period shall belong to the Purchaser and, if received by Parent, Seller or their affiliates, shall be promptly paid over to the Purchaser. Any other refund (or credit in lieu thereof) of Taxes (including other than Indemnified Tax Liabilities previously paid by Seller) of the Company or any refunds (or credits in lieu thereof) arising from the carryback of Subsidiary for any Tax loss, deduction or credit arising in a taxable period (or portion thereof) beginning after the Initial Closing DateDate shall belong to Purchaser and, if received by Parent, Seller or their affiliates, shall be promptly paid to Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for any Straddle Period shall be apportioned between Seller and Purchaser based upon the method employed in paragraph (b) relating of this Section 5.08 taking into account the type of the Tax to which the credit or refund relates. Seller and Purchaser, as the case may be, shall promptly repay any credit or refund of Taxes to which it is entitled under this Section 5.08(d) that it received from the other party to the Transferred Subsidiaries extent any such credit or Transferred Assets shall refund is subsequently disallowed by a Taxing Authority and required to be for the account of Purchaserrepaid by such other party. Purchaser shall, if LivaNova reasonably Seller so requests, requests and at LivaNovaSeller’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries Company or other applicable affiliates of Purchaser any Subsidiary to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to under this Section 10.02(f5.08(d)). The procedures and control over the prosecution of any such refund claim shall be governed by the principles set forth in Section 9.06(d). Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 5.08(d) no later than ten (10) calendar to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is utilized on a allowed or applied against other Tax Return filed by Purchaserliability; provided, a Transferred Subsidiary or any affiliate thereof. In the event however, that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund amounts shall be net of any Tax cost or credit to increased for any Governmental Entity due Tax benefit to the successful challenge payor party attributable to the receipt of such refund and/or the payment of such amounts to the payee party, in each case, calculated in the manner described in Section 9.04. For Tax purposes the parties shall treat any payments under the preceding sentence as an adjustment to the consideration paid hereunder for the Shares or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiarythe relevant Foreign Shares, as applicable) an amount equal to such refund or credit immediately upon written request thereforthe case may be, unless otherwise required by Applicable Law.

Refunds and Credits. Except with respect to (i) Following the Closing Date, the amount of any Tax refunds (including, for the avoidance of doubt, overpayments of estimated Taxes) or credits in lieu thereofof a cash Tax refund (including any interest paid or credited with respect thereto) arising from of, or with respect to, the carryback Company relating to a Pre-Closing Tax Period or any portion of a Straddle Period ending on the Closing Date, will be payable to Seller. Buyer shall, at Seller’s request, file (or cause to be filed) any Tax loss, deduction or credit arising in or attributable to a period Return (or portion thereofincluding any amended Tax Return) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in any portion of a Straddle Period ending on the determination of Net Working Capital as finally determined hereunder) in each case, net of Closing Date to claim any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of Sellers. Any other refund (or credit in lieu thereof) of Taxes (including any material refunds (or credits in lieu thereofof a cash Tax refund) arising from to which the carryback Seller may be entitled hereunder. If the amount of Taxes for the Tax period ending on the Closing Date is less than the amount of estimated Taxes paid on or before the Closing Date, any excess will be payable to Seller as a refund hereunder. If at any time prior to paying over any Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds refund (or credits in lieu thereofof a cash Tax refund) pursuant to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one 11.6, the Company has any Excess Tax Liabilities, Buyer may, or more accounts designated in writing by LivaNova may cause the amount of any refunds Company to, first apply such refund (or credits in lieu of a cash Tax refund) (and any interest received in respect thereof) to which reduce such Excess Tax Liabilities. To the extent such Tax refund (or credits in lieu of a cash Tax refund) exceeds the Excess Tax Liabilities, Buyer shall refund the excess to Seller is entitled hereunder. Buyer shall notify Seller of an intent to apply a refund pursuant to this Section 10.02(f11.6 thirty (30) no later than ten (10) calendar days after before such refund is received or credit is utilized on a applied. Such notice (the “Excess Tax Return filed by Purchaser, a Transferred Subsidiary or Liabilities Notice”) will include details of any affiliate thereofrelated calculations and the nature of any Excess Tax Liabilities. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due If Seller does not respond within fifteen (15) days to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser Excess Tax Liabilities Notice (or if Seller indicates earlier agreement), then Buyer or the Company may apply any refund as indicated in such Transferred SubsidiaryExcess Tax Liabilities Notice. If Seller objects to the Excess Tax Liabilities Notice, as applicable) an amount equal then Buyer and Seller shall negotiate in good faith to such refund or credit immediately upon written request thereforresolve any objection.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction Any refund or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to of the Business, Company or any Subsidiary for the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of SellersSeller, provided, however, that no 42 refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset on the Most Recent Balance Sheet. Any other refund (or credit in lieu thereof) of Taxes (including of the Company or any refunds (or credits in lieu thereof) arising from Subsidiary for the carryback of any Post-Closing Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets Period shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheet. Purchaser shall, if LivaNova reasonably Seller so requests, requests and at LivaNova’s sole cost and expensethe expense of Seller, file for and obtain or cause the Transferred Company and the Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to under this Section 10.02(f9.2(f); provided that (i) no later than Purchaser shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes any such refund within ten (10) calendar days after such refund is received or reimburse such other party for any such credit within ten (10) days after the credit is utilized on a allowed or applied against other Tax Return filed by Purchaserliability; provided, a Transferred Subsidiary or any affiliate thereof. In the event however, that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund amounts shall be net of any Tax cost (including any applicable withholding tax) or credit to benefit (including any Governmental Entity due allowable relief connected to the successful challenge relevant amount) to the payor party attributable to the receipt of such refund or credit by and/or the payment of such Governmental Entity, LivaNova shall repay amounts to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforthe payee party.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction Any refund or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to of the Business, Company and the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of SellersParent (other than any refund or credit taken into account as an asset of the Company and the Subsidiaries in the calculation of Closing Date Net Equity); provided, however, that Parent shall be required to indemnify the Purchaser Indemnitees pursuant to Section 10.02 for any Taxes - 50 - subsequently determined to be owing with respect to any such refund or credit. Any other Notwithstanding the foregoing, any such refund or credit shall be for the account of Purchaser to the extent that such refund or credit is attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or credit in lieu thereof) the portion of Taxes (including any refunds (or credits in lieu thereof) arising from a Straddle Period that begins on the carryback of any Tax loss, deduction or credit arising in a period (or portion thereof) beginning date after the Initial Closing Date) relating to of items of loss, deductions or other Tax items of the Transferred Subsidiaries Company or Transferred Assets any Subsidiary (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes of the Company or any Subsidiary for any Post-Closing Tax Period shall be for the account of Purchaser. Purchaser Any refund or credit of Taxes of the Company or any Subsidiary for any Straddle Period shall be equitably apportioned between Parent and Purchaser. Each party shall, if LivaNova reasonably so requestsor shall cause its Affiliates to, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or forward to any other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are party entitled under this Section 10.02(f). Purchaser shall pay 10.04 to LivaNova by wire transfer any refund or credit of immediately available funds to one or more accounts designated in writing by LivaNova the amount of Taxes any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is utilized on a allowed or applied against another Tax Return filed by Purchaserliability; provided, a Transferred Subsidiary or any affiliate thereof. In the event however, that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund amounts shall be net of any Tax cost or credit to any Governmental Entity due benefit to the successful challenge payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee party. The parties shall treat any payments under this section as an adjustment to the Purchase Price, unless, and then only to the extent, otherwise required by such Governmental Entity, LivaNova a Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforbe governed by the provisions of Section 10.07.

Refunds and Credits. Except Any after-tax refunds (including, for the avoidance of doubt, overpayments of estimated Taxes) of or credits against Taxes (including any interest paid or credited with respect thereto) of, or with respect to, the Blocker or any Acquired Company that are attributable or allocable to (i) any Pre-Closing Tax Period will be for the benefit of the Sellers, except to the extent any such refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or are attributable to a period carry-back of net operating losses or other Tax attributes from a Post-Closing Tax Period. The Sellers’ Representative shall prepare, or cause to be prepared, all such claims for refunds or credits (a “Refund Claim”) and, in preparing each such Refund Claim, shall carry back, to the maximum extent permitted under applicable Tax law, all Transaction Tax Deductions to the Pre-Closing Tax Periods of the Blocker or portion thereof) beginning the Acquired Companies, as applicable. Notwithstanding anything to the contrary in this Section 9.7.6, but subject to Section 10.4, the Buyer may retain any refunds received after the Applicable Closing Escrow Termination Date or (ii) any amounts included as a Tax asset to the extent of, and in the determination of Net Working Capital as finally determined hereundersatisfaction of, any refund (Loss related to a claim for unpaid Taxes of the Acquired Companies or credit in lieu thereof) of Taxes relating to the BusinessBlocker, the Transferred Subsidiaries or Transferred Assets as applicable, for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including that would be indemnified under Section 10.02, 10.2.1 without regard to the limitations on recovery in Section 10.03, Section 9.01 10.2. The Sellers’ Representative shall provide the Buyer with a copy of all such Refund Claims (together with supporting workpapers) for the Buyer’s review no later than 210 days following the Closing Date. The Refund Claims will reflect the Buyer’s reasonable comments. The Buyer will pay the amount of any such refunds (whether received as a refund or through inclusion in the determination as a credit against or an offset of Net Working Capital as finally determined hereunder) in each caseTaxes otherwise payable), net of all Taxes and out-of-pocket costs, related to the receipt thereof, as directed by the Sellers’ Representative within ten (10) days of receipt. The Buyer will, if the Sellers’ Representative so requests, cause the relevant entity to file each Refund Claim prepared by the Sellers’ Representative. For clarification, any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund refunds or credit borne by Purchaser credits of, or its affiliateswith respect to, the Blocker shall be for the account benefit of Sellers. Any other refund (or credit in lieu thereof) of Taxes (including the Blocker Seller only, and any refunds (or credits in lieu thereof) arising from of, or with respect to, the carryback of any Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets Acquired Companies shall be for the account benefit of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforall Sellers.

Refunds and Credits. Except with respect to (i) any Tax Any refunds (or credits in lieu thereof) arising from of Taxes of the carryback of any Tax loss, deduction Clairol Entities or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Acquired Assets for any Pre-taxable period ending on or before the Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, Date shall be for the account of SellersSeller. Any other refund (refunds or credit in lieu thereof) credits of Taxes (including of the Clairol Entities or Taxes relating to the Acquired Assets for any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a taxable period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets Date shall be for the account of Purchaserthe Buyer. Purchaser Any refunds or credits of Taxes of the Clairol Entities or Taxes relating to the Acquired Assets for any 84 Straddle Period shall be equitably apportioned between Seller and Buyer. Buyer shall, if LivaNova reasonably Seller so requests, requests and at LivaNova’s sole cost and Seller's expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser Clairol Entities to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled under this Section 12.03. Buyer shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall cause the Clairol Entities to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Clairol Entities, as applicable, with respect to such refund claim, PROVIDED, HOWEVER, that the prosecution of such could not give rise to Taxes imposed upon any Buyer Indemnified Person. Buyer shall cause the Clairol Entities to forward to Seller any such refund to which it is entitled under this Section 12.03 within 10 days after the refund is received (or reimburse Seller for any such credit within 10 days after the credit is allowed or applied against other Tax liability); PROVIDED, HOWEVER, that any such amounts payable to Seller shall be net of any Tax cost or Tax benefit (including as a result of any basis adjustment) to Buyer or the Clairol Entities, as the case may be, attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Buyer shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 10.02(f12.03 as an adjustment to the Purchase Price, unless a final determination (which shall include the execution of a Form 870-AD or successor form) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary with respect to the Buyer or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay of its Affiliates causes any such refund or credit payment not to any Governmental Entity due be treated as an adjustment to the successful challenge Purchase Price for United Stated Federal income Tax purposes. Notwithstanding the foregoing, the control of such the prosecution of a claim for refund or credit of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforthe provisions of Section 11.09.

Refunds and Credits. Except with respect to (i) any Except as provided in Section 6.16(e)(ii) and except for Tax refunds (in respect of value added or ad valorem taxes set forth on the Closing Date Working Capital Statement, any refunds of or credits in lieu thereof) arising from the carryback of any against Taxes that are Excluded Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borneLiabilities, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliatesrefunds from any EU Group Relief Refund Claims, shall be for the account of Sellers. Any other Seller, and if any of Buyer Group or the Acquired Subsidiaries receives or becomes entitled to any Tax refund or any amount credited against Tax that relates to a Pre-Closing Tax Period, it shall (A) in the case of a refund, pay Seller the amount of any such refund, reduced by any net Tax required under Applicable Law to be paid by Buyer, the Acquired Subsidiaries or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback their Affiliates with respect thereto and net of any Tax losseffect on Buyer, deduction the Acquired Subsidiaries or their Affiliates attributable to the reduction in any Tax attribute as a result of the receipt of such refund, and (B) in the case of a credit, pay to Seller at such time or times as such credit arising in a period is actually utilized, the excess of (I) the amount of Taxes that would have been payable (or portion thereofthe amount of the Tax refund, offset or other reduction in Tax liability actually receivable) beginning after by Buyer, the Initial Closing Date) relating to the Transferred Acquired Subsidiaries or Transferred Assets their Affiliates in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyer, the Acquired Subsidiaries or their Affiliates. Any Tax refunds or credits of the Acquired Subsidiaries for any Post-Closing Tax Period shall be for the account of PurchaserBuyer. Purchaser Any refunds or credits of the Acquired Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in the manner set forth in Section 6.16(a)(iii). Buyer shall, if LivaNova reasonably Seller so requests, requests and at LivaNovaSeller’s sole cost and expense, file for and obtain any refunds or credits, or cause the Transferred Acquired Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) credits, to which Seller is entitled under this Section 6.16(e) including any EU Group Relief Refund Claims; provided, however, that Buyer shall not be obligated to file for or obtain, or to cause the Acquired Subsidiaries to file for or obtain, and Seller shall not file for or obtain, and shall not cause its Affiliates to file for or obtain, refunds or credits that reasonably could be expected to have an adverse effect on any of Buyer, the Acquired Subsidiaries or their Affiliates in any taxable period ending after the Closing Date unless Buyer’s written consent has been obtained, which shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, a reduction in the Tax losses (current or carryover) of ADC (UK) shall not be an adverse effect. Buyer shall permit Seller to control the prosecution of any such refund claim provided that the Seller has complied with the two preceding sentences. (ii) To the extent permitted by Applicable Law, Buyer shall (or shall cause or permit the Acquired Subsidiaries to) elect to relinquish any carryback of a Tax attribute to any Pre-Closing Tax Period. In cases where Buyer cannot elect to relinquish such carrybacks under Applicable Law, Seller agrees to pay to Buyer the net Tax benefit received by any of the Seller, the Acquired Subsidiaries or any of their Affiliates from the use in any Pre-Closing Tax Period of a carryback of any Tax attribute of any of the Acquired Subsidiaries arising in a Post-Closing Tax Period. Such benefit shall be considered equal to the excess of (i) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by any of Seller, the Acquired Subsidiaries or any of their Affiliates in the absence of such carryback over (ii) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by, or taken into account in determining any adjustment arising on audit of, any of Seller, the Acquired Subsidiaries or any of their Affiliates. Payment of the amount of such benefit shall be made within ninety (90) days of the filing of the applicable Tax Return or any adjustment for the Tax year in which the Tax attribute is carried back. If, subsequent to any such payment, there shall be (A) a Final Determination which results in a disallowance or a reduction of the Tax attribute so carried back or (B) a reduction in the amount of the benefit realized by any of Seller, the Acquired Subsidiaries or any of their Affiliates from such Tax attribute as a result of a Final Determination, Buyer shall repay to Seller, within ninety (90) days of such event described in (A) or (B), any amount that would not have been payable to Buyer pursuant to this Section 10.02(f6.16(e)(ii) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In had the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to amount of the successful challenge benefit been determined in light of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforevents.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such Any refund or credit borne by Purchaser of Taxes of the Companies for any taxable period ending on or its affiliates, before the Closing Date shall be for the account of Sellers. Any other Seller, provided that (i) any amount paid to the Seller with respect to such refund (shall be net of any Taxes incurred in respect of the receipt or accrual of such refund or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback and net of any Tax other expenses attributable thereto , be for the account of Seller, and (ii) refunds and credits shall not be for the account of Seller to the extent that they are (x) attributable to a loss, deduction credit or credit other tax attribute arising in a period (or portion thereof) periods beginning after the Initial Closing Date (including the portion of a Straddle Period beginning after the Closing Date), (y) relating Taxes that are not paid by the Companies or Seller prior to Closing and are not paid by Seller after the Transferred Subsidiaries Closing or Transferred Assets (z) in a similar amount reflected as an asset on the Final Working Capital Statement. Any refund or credit of Taxes of the Companies for any taxable period beginning after the Closing Date shall be for the account of Purchaser. Any refund or credit of Taxes of the Companies for any taxable period that includes (but does not end on) the Closing Date shall be equitably apportioned between Seller and Purchaser. Purchaser shall, if LivaNova reasonably Seller so requests, requests and at LivaNovaSeller’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser Companies to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant under this Section, provided that if the filing of such a claim could have an adverse effect on the Tax liability of the Companies for a period (or portion thereof) after the Closing Date, the Seller shall not be entitled to require such claim to be filed without the written consent of the Purchaser, not to be unreasonably withheld. Purchaser shall permit Seller to control the prosecution of any such refund claim, provided that Purchaser shall have the right to participate in any proceedings relating to such claim. Seller shall, if Purchaser so requests and at Purchaser’s expense, file for and obtain any refunds or credits to which Purchaser is entitled under this Section. Seller shall permit Purchaser to control the prosecution of any such refund claim. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 10.02(f) no later than ten (10) calendar to any refund or credit of Taxes any such refund within 10 business days after such refund is received or reimburse such other party for any such credit within 10 business days after the credit is utilized on a against other Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforliabilities.

Refunds and Credits. Except for the amount of any Tax refund or credit (or interest with respect thereto) utilized to reduce the amount of Taxes included as an accrued liability in determining the Final Working Capital, any Tax refund or credit (including by way of offset), or any interest with respect thereto, relating to the Sellers, any Company, the Subsidiary or the Business for any taxable period ending on or before the Closing Date (net of any Taxes indemnified against by the Sellers in Article VII and any Tax cost or other reasonable out-of-pocket expense to any Purchaser or Affiliate of a Purchaser with respect to the receipt or accrual of such refund or interest, or the use of such credit) shall be the property of the Sellers, and if received by the Purchasers or any of their Affiliates shall be payable promptly to the Sellers (i) other than any Claims for refund resulting from a carryback of an item generated in a taxable period beginning after the Closing Date, for which an election to relinquish or forego is not permitted under applicable law). The Purchasers shall permit the Sellers, at the Sellers' expense, to direct the prosecution of any such refund claim and, where deemed appropriate by the Sellers, shall authorize by appropriate powers of attorney such Persons as the Sellers shall designate as representatives with respect to such refund claim, unless such permission or authorization would reasonably be expected to have a materially adverse effect on the tax liability of any Purchaser, any Company or the Subsidiary with respect to any taxable period after the Closing Date. Any Tax refunds refund or credit (including by way of offset), or credits in lieu thereof) any interest with respect thereto, relating to any Company, the Subsidiary or the Business for any taxable period beginning after the Closing Date and any refund or credit arising from the carryback of any Tax item of loss, deduction or credit arising in or attributable to a any taxable period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, case net of any Taxes (including withholding Taxes) indemnified against by the Purchasers in Article VII and net of any Tax cost or other reasonable out-of-pocket expenses attributable to any Seller or any Affiliate of the Sellers with respect to the receipt or accrual of such refund or credit borne by Purchaser interest, or its affiliates, the use of such credit) shall be the property of the Purchasers, and if received by the Sellers or any Affiliate of the Sellers shall be payable promptly to the Purchasers, provided that the Purchasers shall not carry back any such item without the written consent of the Sellers, which consent shall not be unreasonably withheld. Any Tax refund or credit (including by way of offset), or any interest with respect thereto, relating to any Company, the Subsidiary or the Business for any Straddle Period shall be shared equitably between the Sellers and the Purchasers. In the event that the amount actually paid by the Purchasers on account of Sellers. Any other Taxes included as an accrued liability in determining the Final Working Capital is materially less than the amount originally utilized in making such determination, the Purchaser shall promptly refund (or credit in lieu thereof) the difference to the Parent, to the extent that such difference is not attributable to any item of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a attributable to any taxable period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request therefor.

Refunds and Credits. Except with respect to (i) any Tax Any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or Taxes attributable to a the Acquired Assets or of Cemax-Icon for any taxable period (ending on or portion thereof) beginning after before the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of SellersSeller to the extent that any such refund can be obtained or any such credit utilized without considering income, loss or any other item arising in any Post-Closing Tax Period of Cemax-Icon or any taxable period of Purchaser or any other affiliate of Purchaser. Any other refund (refunds or credit in lieu thereof) credits of Taxes (including attributable to the Acquired Assets or of Cemax-Icon for any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a taxable period (or portion thereof) thereof beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets Date shall be for the account of Purchaser. Any refunds or credits of Taxes attributable to the Acquired Assets or of Cemax-Icon for any Straddle Period shall be equitably apportioned between Seller and Purchaser except that Seller shall be entitled to share only in the portion of any such refund which can be obtained or the portion of any such credit which can be utilized without considering income, loss or any other item arising in any Post-Closing Tax Period of Cemax-Icon. If Seller so requests and at Seller's expense, Purchaser shall, if LivaNova reasonably so requestsand shall cause Cemax- Icon to, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled under this Section 10.03; provided, however, that Cemax-Icon will not be required to take any position that could result in a detriment to Purchaser or its affiliates except to the extent such position is consistent with past practice and Seller shall indemnify Purchaser and its affiliates for any losses resulting from Purchaser (or Cemax-Icon) taking any position, at Seller's request under this provision, that is not consistent with past practice. Purchaser shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall, and shall cause Cemax-Icon to, authorize by appropriate powers of attorney such persons as Seller shall designate to represent Purchaser or Cemax-Icon with respect to such refund claim; provided, however, that, with respect to each of the foregoing matters, Seller shall keep Purchaser informed concerning all material aspects of the prosecution of the claim and all related proceedings and shall pursue resolution of the claim diligently and in good faith taking into account Seller's obligations under the preceding sentence. Purchaser shall, and shall cause Cemax- Icon to forward to Seller any such refund within 10 days after the refund is received (or reimburse Seller for any such credit within 10 days after the credit is allowed or applied against other Tax liability); provided, however, that any such amounts payable to Seller shall be net of any net Tax cost to Purchaser or any affiliate of Purchaser including Cemax-Icon attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Purchaser shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 10.02(f10.03 as an adjustment to the Purchase Price for United States Federal income Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) no later than ten (10) calendar days after with respect to Purchaser or any of its affiliates causes any such refund is received or credit is utilized on a payment not to be treated as an adjustment to the Purchase Price. For purposes of computing the net Tax Return filed by Purchaser, a Transferred Subsidiary cost to Purchaser or any affiliate thereof. In of Purchaser referred to above, a Tax benefit shall be taken into account only to the event extent that Purchasersuch person has realized an actual Tax savings which such person would not otherwise have realized, any Transferred Subsidiaryassuming such person recognized all other items of income, or any affiliate thereof is required to repay any such refund gain, loss, deduction or credit before recognizing any item arising from the receipt and payment of such amounts hereunder; and for the avoidance of doubt, such savings shall not include the Tax refund which Purchaser or its affiliate is obligated to any Governmental Entity due pay over to Seller hereunder. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the successful challenge Closing Date as a result of such refund or credit an audit shall be governed by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforthe provisions of Section 9.06.

Refunds and Credits. Except with respect (a) Seller shall be entitled to (i) any Tax refunds refund of Taxes of the Companies received by Seller on or before the General Expiration Date (or credits for which notice has been given by Seller on or before the General Expiration Date) in lieu thereof) arising from the carryback respect of any Pre-Closing Tax loss, deduction Period. If the Companies shall receive a refund or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period on or before the General Expiration Date (or for which notice has been given by Seller on or before the General Expiration Date) (other Taxes which Sellers have paid than a refund or bornecredit attributable solely to the carryback of losses, including under Section 10.02, Section 10.03, Section 9.01 credits or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses similar items attributable to the Companies for a Post-Closing Tax Period), the Buyer shall promptly pay, or cause the Companies to promptly pay, to Seller the amount of such refund or credit borne together with any interest thereon received from the taxing authority. The amount of any refund for Taxes received after the General Expiration Date (and for which no notice was given by Purchaser Seller on or its affiliatesbefore the General Expiration Date) shall reduce on a dollar-for-dollar basis any amount payable by Seller to Buyer or the Companies under any indemnification claim for Taxes pursuant to Section 9.02(b) or (d) that remains outstanding as of the General Expiration Date. Notwithstanding anything in this Section 10.03 to the contrary, if Seller shall be for the account of Sellers. Any other receive a refund (or credit in lieu thereof) of Taxes (including for any refunds (Pre-Closing Tax Period, and such refund or credits in lieu thereof) arising from credit is attributable solely to the carryback of any Tax losslosses, deduction credits or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating similar items attributable to the Transferred Subsidiaries Companies for a Post-Closing Tax Period, or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received after the General Expiration Date (and no notice thereof was given by Seller on or before the General Expiration Date) Seller shall promptly pay to Buyer or the Companies the amount of such refund or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or together with any affiliate thereofinterest thereon received from the taxing authority. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit of Taxes for which a payment has been made under the immediately preceding sentence is subsequently reduced or disallowed, Buyer shall indemnify and hold harmless Seller for any Tax liability, including interest and penalties, assessed against Seller by reason of the reduction or disallowance. Seller shall not be entitled to any Governmental Entity due refund of Taxes of the Companies to the successful challenge of extent such refund was included in a receivable in the Net Working Capital, or to the extent such refund is attributable to deductions taken into account in determining Transaction Tax Benefits. (b) The Companies shall be entitled to any refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforof Taxes of the Companies received in respect of any Post-Closing Tax Period.

Refunds and Credits. Except with respect to (ia) any Tax refunds (or credits in lieu thereof) arising from the carryback Any after-tax portion of any Tax loss, deduction refund or credit arising in of any Taxes of the Company or any of its Subsidiaries attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net portion of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, Straddle Period ending on the Closing Date shall be for the account of the Sellers and Buyer shall pay an amount equal to such after-tax portion to the Sellers. Any other ’ Representative for the benefit of the Sellers in immediately available funds within five days after the receipt of such refund (or credit by the Buyer or any of its Affiliates and, as soon as practicable thereafter, the Sellers’ Representative shall distribute such amount to the Sellers in lieu thereof) accordance with their Pro Rata Portions. Upon the reasonable written request of the Sellers’ Representative, the Buyer shall prepare and file any amended Tax Return or claim for refund or credit of Taxes with respect to any Pre-Closing Period; provided that (including a) doing so will have no adverse effect on the Buyer or any refunds (or credits in lieu thereof) arising from the carryback of its Affiliates for any Tax loss, deduction or credit arising in a taxable period (or portion thereof) beginning after the Initial Closing Date, (b) relating the Sellers pay all out-of-pocket expenses and costs of such preparation and filing, and (c) such amended Tax Return or claim is supportable by the requisite standard under applicable Law to avoid material penalty or other sanction. Any refund or credit of Taxes of the Transferred Company or any of its Subsidiaries or Transferred Assets for any taxable period beginning after the Closing Date shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds Buyer. (or credits in lieu thereofb) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount Any after-tax portion of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit of any Taxes of the any Blocker Corporation attributable to any Governmental Entity due Pre-Closing Period or the portion of any Straddle Period ending on the Closing Date shall be for the account of the Offshore Seller set forth opposite such Blocker Corporation’s name on Schedule I and Buyer shall cause the applicable Blocker Corporation to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) pay an amount equal to such after-tax portion to the applicable Offshore Seller in immediately available funds within five days after such Blocker Corporation’s receipt of such refund or credit. Upon the reasonable written request of an Offshore Seller, the Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I shall prepare and file any amended Tax Return or claim for refund or credit immediately upon written request thereforof Taxes with respect to any Pre-Closing Period; provided that (a) doing so will have no adverse effect on the Blocker Corporation for any taxable period beginning after the Closing Date, (b) the applicable Offshore Seller pays all out-of-pocket expenses and costs of such preparation and filing, and (c) such amended Tax Return or claim is supportable by the requisite standard under applicable Law to avoid material penalty or other sanction. Any refund or credit of Taxes of any Blocker Corporation for any taxable period beginning after the Closing Date shall be for the account of such Blocker Corporation.

Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction Any refund or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets Company for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, interest thereon shall be for the account of SellersSeller. Any other Purchaser shall pay to Seller the amount of any such refund (or credit in lieu thereof) of Taxes and any interest thereon (including any refunds (or credits in lieu thereof) arising from the carryback net of any reasonable out of pocket costs or expenses incurred in obtaining such refund or credit) within 10 days of actual receipt of such Tax loss, deduction refund or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser, as applicable. Purchaser shall, if LivaNova reasonably Seller so requests, requests and at LivaNovathe Seller’s sole cost and expense, take commercially reasonable efforts to file for and obtain for, obtain, or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser Company to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to under this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof10.02(e). In Purchaser shall control the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay prosecution of any such refund or credit claim; provided, that (i) Seller shall have the right to participate in any Governmental Entity due to such refund claim at Seller’s sole cost and expense, (ii) Purchaser shall keep the successful challenge Seller regularly informed of the conduct of such refund claim, (iii) Purchaser shall provide Seller with all documents, correspondence, worksheets or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal similar items relating to such refund claim, and (iv) Purchaser shall not settle such refund claim without Seller’s consent (which consent shall not be unreasonably withheld, conditioned, or credit immediately upon written request therefordelayed). If the Company as of the Closing Date has paid (or has caused to be paid) estimated Taxes for any Pre-Closing Tax Period or Straddle Tax Period (including any overestimated Taxes included in Indebtedness or Transaction Expenses) in excess of the amount ultimately determined to be due for the portion of such Tax Period ending on the Closing Date in the case of a Straddle Tax Period, Purchaser shall promptly refund the portion of such excess payment paid by Seller (and in the case of a Straddle Tax Period as calculated pursuant to Section 10.02(b) to Seller).

Refunds and Credits. Except with respect to (i) any Tax 9.6.5.1 Any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to of the Business, Companies or the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other that are Excluded Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of Sellers. Any Sellers other refund than refunds from any carryback (or credit in lieu thereofto the extent permitted under Section 9.6.5.2 of this Agreement) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback item of any Tax loss, deduction or credit arising which arises in a any taxable period (ending after the Closing Date into any Pre-Closing Tax Period. Any refunds or portion thereof) credits of the Companies or the Subsidiaries for any taxable period beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets Date shall be for the account of Purchaser. Any refunds or credits of Taxes of the Companies or the Subsidiaries for any Straddle Period shall be equitably apportioned between Sellers and Purchaser. Purchaser shall, if LivaNova reasonably Sellers so requests, request and at LivaNova’s sole cost and Sellers' expense, file for and obtain any refunds or credits, or cause the Transferred Companies or the Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) credits, to which Sellers are entitled under this Section 10.02(f)9.6.5; PROVIDED, Sellers shall not file, and Purchaser shall not be obligated to cause the Companies or the Subsidiaries to file to obtain any refunds or credits that could reasonably be expected to have an adverse effect on Purchaser, any Company, any Subsidiary or any of their Affiliates in any taxable period ending after the Closing Date unless Seller has obtained Purchaser's written consent, which consent shall not be unreasonably withheld. Purchaser shall pay permit Sellers to LivaNova by wire transfer control the prosecution of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund claim, provided Sellers have complied with the preceding sentence. 9.6.5.2 Purchaser shall cause each Company and Subsidiary to elect, where permitted by applicable Law, to carry forward any Tax asset arising in a taxable period beginning after the Closing Date that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company or credit to any Governmental Entity due to the successful challenge of such refund Subsidiary was included in a consolidated, combined or credit by such Governmental Entity, LivaNova shall repay to Purchaser (unitary return with Sellers or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request therefortheir Affiliates.

Refunds and Credits. Except Seller shall be entitled to retain, or receive immediate payment from the Company or Buyer of fifty one percent (51%) of any Tax refund or credit of the Company (together with any interest thereon received with respect thereto from the applicable Taxing Authority) attributable to any Pre-Closing Period (or other Taxes for which Seller has paid under Article 10), including, without limitation, such refunds or credits with respect to (ia) the overpayment of Taxes relating to the "Impuesto Sobre la Renta" for fiscal year 1994, (b) the non-deduction of the "Participacion de los Trabajadores en las Utilidades" from Taxes paid for fiscal year 2004 and (c) the deduction of the fiscal value of the Company's inventory as of December 31, 2004 from the Company's cost of sales, all of which are currently being claimed in good faith by the Company; provided that any Tax refunds (or credits in lieu thereof) refund of Taxes with respect to a Pre-Closing Period arising from the a carryback of a loss arising for any Tax loss, deduction or credit arising in or attributable to a taxable period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre"Post-Closing Period") shall be deemed to be a refund arising in a Post-Closing Period. Buyer and Seller shall cooperate, and Buyer shall cause the Company to cooperate with Seller, in claiming any Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne referred to in this Section 11.7, including without limitation by Purchaser notifying Seller of the existence of any facts that would constitute a reasonable basis for claiming such a Tax refund, providing all relevant information available to Seller or its affiliatesthe Company with respect to any such claim, and filing and diligently pursuing such claim. Any refund or credit of Taxes of the Company for a Post-Closing Period shall be for the account of Sellersthe Company. Any other refund (Buyer and the Company shall permit Seller or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from its designated Affiliate to control the carryback prosecution of any such Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request thereforclaim.