Common use of Refunds and Tax Benefits Clause in Contracts

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.

Refunds and Tax Benefits. (a) Except The Seller shall be entitled to the extent such any refund was accrued as an asset on the Closing Balance Sheetor credit of Taxes (including any interest paid or credited with respect thereto), and the Purchaser shall promptly pay to the Seller the amount of any such refund or credit of Taxes (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser Purchaser, the Parent or by any Pershing Company of Taxes the (ia) relating to taxable periods of any Pershing Company is subsequently reduced or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shalldisallowed, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser indemnify, defend and hold harmless the Publishing Subsidiary against and reimburse the Publishing Subsidiary for any Tax liability, including interest and penalties, assessed against such increased TaxesPublishing Subsidiary by reason of the reduction or disallowance. (b) Any amount otherwise payable refund or credit of Taxes (including any interest paid or credited with respect thereto) that relates to any Publishing Subsidiary and that is attributable to a post-Closing period shall be the property of the Publishing Subsidiary and shall be retained by the Publishing Subsidiary (or, if any such refund (or interest thereon) is received by Seller or any of its Affiliates, promptly paid by Seller to the Publishing Subsidiary). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by any Publishing Subsidiary in a post-Closing period that results from the carry forward of any Pre-Closing Date NOL shall be the property of the Publishing Subsidiary and shall be retained by the Publishing Subsidiary. (c) If, as a result of any payment by the Seller, the Publishing Subsidiaries or their Affiliates on or prior to the Closing Date of any amounts with respect to which the timing of any available deduction would be determined under Section 7.01 shall be reduced by 404 of the estimated present value of any net Tax benefit available to Code, the Purchaser or its Affiliates any Publishing Subsidiary becomes entitled to any deductions or tax credits in connection with any Tax period or portion thereof ending after the payment of Taxes for which Closing Date (a "POST-CLOSING DATE TAX BENEFIT"), then the Purchaser shall pay the Seller is responsible under Section 7.01, and increased by an amount equal to the estimated present value Tax savings resulting from such Post-Closing Date Tax Benefit. The amount of any such Tax cost reasonably expected to savings for any Tax period shall be incurred by the indemnified party or its Affiliates as the result amount of the receipt reduction in Taxes reflected on any Tax Return for such Tax period as compared to the Taxes that would have been reflected on such Tax Return in the absence of such indemnity paymentPost-Closing Date Tax Benefit. The estimated present value of any net Tax benefit and All payments to the estimated present value of any Tax costs referred Seller pursuant to in this subsection (and in Section 9.02(e)7.02(c) shall be computed using made within 30 days after the applicable federal rate filing of a Tax Return for the appropriate time Tax period as defined in Section 1274(d)(1) of which a Post-Closing Date Tax Benefit results in a reduction in the Code as Taxes paid by the discount rate and a Tax rate for all relevant years of 40%Purchaser.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's ’s expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's ’s expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued included as an a current asset on or contra-liability in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6 or arising from the carryback of any loss generated by any Company in any Tax period beginning after the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount Date and that portion of any refund Straddle Period beginning after the Closing Date, any Tax refunds that are received by Acquiror or credit (including the Companies, and any interest paid credits in lieu of cash refunds to which Acquiror or credited the Companies become entitled, in each case, that relate to Taxes of the Companies with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable Tax periods of any Pershing Company or portions thereof ending on or before the Closing Date or and including any interest paid thereon (iicollectively, “Seller Tax Refunds”) attributable to an amount paid by shall be for the Seller under Section 7.01 hereofaccount of Sellers and their Affiliates (other than the Companies). The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt Acquiror shall promptly notify Sellers in writing of any refund Seller Tax Refunds received by or payable to which the Seller is entitled under this Section 7.02Companies after the Closing. The Purchaser Acquiror shall permit the Seller pay over to participate in (at the Seller's expense) the prosecution of Sellers any such refund claim. The Seller shall not Tax Refund, net of (1) any reasonable out-of-pocket costs associated in obtaining such amounts, (2) any Tax required to be entitled to pursue any refund claim if withheld on such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01payment, and increased by the estimated present value of (3) any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates applicable Taxes imposed on Acquiror as the a result of the receipt of such indemnity paymentSeller Tax Refund, within thirty (30) days after receipt thereof. The estimated present value Acquiror shall cooperate, and cause the Companies to cooperate, as is reasonably requested by Sellers, in obtaining any Seller Tax Refund that Sellers reasonably believe should be available, including without limitation, through filing appropriate forms with the applicable Governmental Authority, provided that Seller shall bear the costs thereof. If there is a subsequent reduction by a Governmental Authority (or by virtue of a change in applicable Tax law), of any amounts with respect to which a payment has been made to Sellers by Acquiror pursuant to this Section 7.2(d), then Sellers shall pay Acquiror the amount that has been reduced (net of (x) any Tax benefit required to be withheld on such payment and (y) any reduction in the estimated present value applicable Taxes imposed on Acquiror as a result of the initial receipt of the relevant Seller Tax Refund) plus any interest or penalties imposed by a Governmental Authority with respect to such reduced amount, except for interest and penalties that are attributable to, and would not have arisen but for the unreasonable delay by Acquiror or any of its Affiliates (including the Companies) to comply with any applicable requirements. Except to the extent included as a current asset or contra-liability in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6, Acquiror shall, in respect of any Tax costs referred time or period falling on or prior to in this subsection the Closing Date (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time including, without limitation, any overlapping period as defined in Section 1274(d)(1142 of CTA 2010), make, give or enter into, or cause the Companies to make, give or enter into, any claims, elections, surrenders, notices, consents or filings (in each case, without payment) (whether unconditional or conditional, whether or not forming part of any other Tax Return, whether provisional or final, and including amendments to or withdrawals of earlier claims, elections, surrenders, notices or consents, whether or not made before or after the Code Closing) as the discount rate and Sellers may direct in connection with a Tax rate for all relevant years of 40%Surrender.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued Taxes (x) are reflected as an asset on the face of the final and binding Closing Date Balance SheetSheet (rather than in any notes thereto), and (y) taken into account in determining the final and binding calculation of the Purchase Price, any refunds of Taxes actually received by Acquirer, the Purchaser shall promptly pay Company or any of their Subsidiaries following the Closing Date that are attributable to the Company or any of its Subsidiaries for any Pre-Closing Tax Periods (“Tax Refunds”), shall, subject to this Section 9.6, be for the account of Seller and paid over to Seller within fifteen (15) days after receipt thereof, provided the amount paid over to Seller shall be net of any refund or credit costs (including any interest paid or credited with Taxes) incurred in respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value Tax Refund, including any reasonable costs associated with Acquirer’s review and filing of any net Tax benefit and the estimated present value Refund Claim Return. Acquirer shall promptly notify Seller in writing of any Tax costs referred Refund actually received after the Closing. Seller may request Acquirer to in this subsection file (and in Section 9.02(eor cause to file) any Tax Returns or other claims for Tax Refunds (“Refund Claim Returns”)) . Neither Acquirer, the Company nor any of their Subsidiaries shall be computed using the applicable federal rate for the appropriate time period as defined required to file any Refund Claim Return with any Tax authority unless and until Acquirer determines (in Section 1274(d)(1its reasonable discretion) of the Code as the discount rate and a Tax rate for all relevant years of 40%.that such Refund Claim Return (i) is more likely than not to succeed and

Refunds and Tax Benefits. (a) Except to Any Tax refunds or credits for overpayment that are received by the extent Acquiror or the Company and its Subsidiaries in excess of the amounts accrued for such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund Tax refunds or credit (including any interest paid or credited with respect thereto) received or used, credits in the case of a credit, by Final Net Working Capital Amount to which the Purchaser Acquiror or by any Pershing the Company of Taxes (i) relating and its Subsidiaries become entitled that relate to taxable income Tax periods of any Pershing Company or portions thereof ending on or before the Closing Date shall be for the account of the stockholders and optionholders of the Company, and the Acquiror shall pay over to the stockholders and optionholders of the Company any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto. If the amount accrued for such Taxes in the Final Net Working Capital Amount exceeds the actual unpaid liability of the Company due in respect of Pre-Closing Tax Returns (ii) attributable such excess the “Reduced Tax Liability”), the amount of the Reduced Tax Liability shall be for the account of the stockholders and optionholders of the Company, and the Acquiror shall pay over to an the stockholders and optionholders of the Company any such amount paid by within 15 days after receipt or entitlement thereto. Upon a request from the Seller under Section 7.01 hereof. The Purchaser Stockholder Representatives, Acquiror shall, if the Seller so requests and at the Seller's expenseas soon as is reasonably practicable, cause the relevant entity Company or its Subsidiaries or affiliates to file an amended Tax return or application for and use its reasonable best efforts Tax refund in order to obtain and expedite a Tax refund that the receipt of any refund to which the Seller Company is entitled under to pursuant to this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.016.4, and increased by Acquiror, the estimated present value of Company and their Subsidiaries or affiliates shall execute all other documents, take reasonable additional actions, not take any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as action the result of which would be to forego the receipt of right to any such indemnity payment. The estimated present value of any net Tax benefit refund, and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall otherwise reasonably cooperate as may be computed using the applicable federal rate necessary for the appropriate time period as defined Acquiror, the Company and their Subsidiaries or affiliates to perfect their rights in and obtain the Tax refunds contemplated by this Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%6.4.

Refunds and Tax Benefits. (a) Except Any Income Tax refunds that are received by Buyer or any Transferred Company or its Subsidiaries and any amounts credited against Income Tax to the extent such refund was accrued as an asset on the Closing Balance Sheetwhich Buyer or any Transferred Company or its Subsidiaries become entitled, the Purchaser shall promptly pay that relate to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable Income Tax periods of any Pershing Company or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, and Buyer shall pay over to the Sellers any such refund or the amount of H:836720 46 any such credit within fifteen (15) days after such receipt or entitlement thereto net of (i) any Taxes (including any Taxes that would be imposed on a distribution of any portion of such refund to the Buyer) and (ii) attributable any reasonable expenses that the Buyer, the Transferred Companies and their Subsidiaries or any of their Affiliates incur (or has or will incur) with respect to an amount paid by such refund (and related interest). Nothing in this Section 6.4(g) shall require that the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity Buyer make any payment with respect to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund for a Tax (and such refunds shall be for the benefit of the Buyer and the Transferred Companies and their Subsidiaries) that is with respect to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expenseA) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller that is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value carrying back of any net operating loss or other Tax benefit and the estimated present value attribute or Tax credit incurred in any taxable period (or portion of any Straddle Period) beginning on or after the day immediately following the Closing Date; (B) any refund of Tax costs referred paid after the Closing Date to in this subsection the extent the Sellers have not indemnified the Buyer or the Transferred Companies and their Subsidiaries for such Taxes; (and in Section 9.02(e)C) shall be computed using any refund for Tax that is reflected as a current asset (or offset to a current liability) on the Final Closing Net Working Capital; or (D) any refund for Tax that gives rise to a payment obligation by any Transferred Company or its Subsidiaries to any Person under applicable federal rate for Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any Transferred Company or its Subsidiaries on or prior to the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%Closing Date.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the The Purchaser shall promptly pay to the Seller the amount of Partners any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company KTC of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on at or before the Closing Date Effective Time or (ii) attributable to an amount paid by the Seller Partners under Section 7.01 8.02 hereof. The Purchaser shall, if the Seller Partners so requests request and at the Seller's Partners' expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller Partner is entitled under this Section 7.028.04. The Purchaser shall permit the Seller Partners to participate in control (at the Seller's Partners' expense) the prosecution of any such refund claimclaimed, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as the Partners shall designate to represent such entity with respect to such refund claimed. The Seller In the event that any refund or credit of Taxes for which a payment has been made pursuant to this Section 8.04(a) is subsequently reduced or disallowed, the Partners shall not indemnify and hold harmless the payor for any Tax liability, including interest and penalties, assessed against such payor by reason of the reduction or disallowance. In no event shall the Purchaser or the Partners be entitled to pursue a refund or credit for any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after item reflected in the Closing unless the Seller shall indemnify Purchaser for such increased Taxesworking capital adjustment made pursuant to Section 2.10(f). (b) Any amount otherwise payable by the Seller Partners under Section 7.01 8.02 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates KTC for a period or portion thereof beginning after the Effective Time (a "Post-Effective Time Tax Benefit") that arose in connection with any underlying adjustment resulting in the payment obligation of the Purchaser or KTC to pay Taxes for which the Seller is Partners are responsible under Section 7.018.02 (such as a timing adjustment resulting in a Tax deduction for KTC for a period after the Effective Time) or the payment of such Taxes. If a payment is made by the Partners in accordance with Section 8.02, and increased if in a subsequent taxable year a Post-Effective Time Tax Benefit is realized by the estimated present value Purchaser or KTC (that was not previously taken into account pursuant to the preceding sentence to reduce an amount otherwise payable by the Partners under Section 8.02), the Purchaser or KTC shall pay to the Partners at the time of such realization the amount of such Post-Effective Time Tax Benefit to the extent that the Post-Effective Time Tax Benefit would have resulted in a reduction in the amount paid by the Partners under Section 8.02 if the Post- Effective Time Tax Benefit had been obtained in the year of such payment. The Partners shall pay to the Purchaser the amount of any Tax cost reasonably expected benefit to the Partners or KTC for a period or portion thereof ending on or before the Effective Time (a "Pre-Effective Time Tax Benefit") that arises in connection with any underlying adjustment resulting in an increase in the Tax liability for the Purchaser or KTC for any period or portion thereof beginning after the Effective Time at the time such Pre-Effective Time Tax Benefit is realized. A Post-Effective Time Tax Benefit or Pre-Effective Time Tax Benefit will be considered to be incurred by realized for purposes of this Section 8.04 at the indemnified party or its Affiliates as the result time that it is reflected on a Tax Return of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and Partners, the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%Purchaser or KTC.

Refunds and Tax Benefits. (a) Except The Seller shall be entitled to the extent such any refund was accrued as an asset on the Closing Balance Sheetor credit of Taxes (including any interest paid or credited with respect thereto), and the Purchaser shall promptly pay to the Seller the amount of any such refund or credit of Taxes (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes Acquired Subsidiary (i) relating to taxable Tax periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by for which the Seller is responsible under Section 7.01 7.01(a) hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity an Acquired Subsidiary to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which determined by the Seller is entitled under this Section 7.02to be due to the Seller. The Purchaser shall permit the Seller to participate in control (at the Seller's expense) the prosecution of any such refund claim. The claimed, and shall cause an Acquired Subsidiary to authorize by appropriate power of attorney such Persons as the Seller shall not be entitled designate to pursue any represent such Acquired Subsidiary with respect to such refund claim if such claim would increase Taxes payable by any Pershing Company claimed. (a) is subsequently reduced or Purchaser after the Closing unless disallowed, the Seller shall indemnify Purchaser and hold harmless the Music Subsidiaries for such increased Taxesany Tax liability, including interest and penalties, assessed by reason of the reduction or disallowance. (b) Any amount otherwise payable by If the Seller under or any of its Affiliates (or an Acquired Subsidiary on or prior to the Closing Date) makes any payment, including a payment of additional Taxes (either directly to a Tax authority or pursuant to Section 7.01 shall be reduced by 7.01(a)) and, as result of the estimated present value of any net payment or adjustment giving rise to such payment, the Purchaser obtains a deduction, credit or other Tax benefit available with respect to a Tax period after the Closing Date (a "Post-Closing Date Tax Benefit"), the Purchaser shall pay the Seller an amount equal to the Tax savings resulting from such Post-Closing Date Tax Benefit to the extent the Seller is not able to otherwise reduce an amount payable to the Purchaser pursuant to Section 7.01(a). The amount of any such Tax savings for any Tax period shall be the amount of the reduction in Taxes reflected on any Tax Return for such Tax period as compared to the Taxes that would have been reflected on such Tax Return in the absence of such Post-Closing Tax Benefit. Any Post-Closing Date Tax Benefit not resulting in actual Tax savings for the Tax period to which it relates or its Affiliates in connection with for any earlier Tax period shall be carried forward to succeeding Tax periods until utilized to the payment of Taxes for which extent permitted by law. All payments to the Seller is responsible under pursuant to this Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)7.02(b) shall be computed using made within thirty (30) days after the filing of the applicable federal rate Tax Return for the appropriate time Tax period as defined in Section 1274(d)(1which a Post-Closing Date Tax Benefit results in a reduction in the Taxes paid by the Purchaser. (c) of The Purchaser agrees that it will not carry back to any Tax period ending on or before the Code as the discount rate and Closing Date any net operating loss or other Tax attribute which arose in a Tax rate for all relevant years period beginning after the Closing Date if such net operating loss or Tax attribute would be carried back to a consolidated, combined or unitary Tax Return that includes the Seller or any of 40%its Affiliates.

Refunds and Tax Benefits. (a) Except Any refund of Taxes (including any interest thereon) that relates to the extent Company and that is attributable to any taxable period or portion thereof that begins after the Closing Date (a "POST-CLOSING PERIOD") shall be the property of the Company and shall be retained by the Company (or promptly paid by the Seller to the Company if any such refund was accrued as an asset on (or interest thereon) is received by the Seller or any of its Affiliates). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by the Company in a Post-Closing Balance SheetPeriod that results from the carry forward of any Tax attribute from a Pre-Closing Period shall be the property of the Company and shall be retained by the Company. (b) The Seller shall be entitled to any refund or credit (including the after-Tax amount of any interest paid or credited with respect thereto), and the Purchaser Buyer shall promptly pay to the Seller the amount of any refund or credit (including the after-Tax amount of any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser Buyer or by any Pershing the Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Pre-Closing Date Periods or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.018.1(a). At the Seller's request, the Buyer shall certify as to the amount of any refund or credit received by the Buyer or the Company as 30 to any year, and increased provide such information as the Seller may reasonably request regarding such certification. (c) If, as a result of any adjustment that occurs after the Closing Date, pursuant to an audit or examination by a Taxing Authority or any resolution thereof by settlement, judicial determination or otherwise, to the taxable income or loss reported by any of the Seller, the Company or their Affiliates on the Returns for any Pre-Closing Period, the Buyer or the Company becomes entitled to any deductions or tax credits in any Tax period or portion thereof ending after the Closing Date (a "POST-CLOSING DATE TAX BENEFIT"), then the Buyer shall pay the Seller an amount that will leave the Buyer in the same after-Tax position as if such Post-Closing Date Tax Benefit had not been realized. All payments to the Seller pursuant to this Section 8.2(c) shall be made within 30 days after the filing of a Return for the Tax period in which a Post-Closing Date Tax Benefit results in a reduction in the Taxes paid by the estimated present value Buyer. At the Seller's request, the Buyer shall certify as to the amount, if any, due to the Seller pursuant to this Section 8.2(c) as to any year, and provide such information as the Seller may reasonably request regarding such certification. (d) In applying Sections 8.2(a), 8.2(b) and 8.2(c), any refund of Taxes (including any interest thereon) for a taxable period that includes but does not end on the Closing Date shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 8.1(d). (e) Neither the Seller nor any Affiliate thereof shall be required to pay to the Buyer or the Company any refund or credit of Taxes that results from the carryback to any Pre-Closing Period of any net operating loss, capital loss or Tax cost reasonably expected to be credit incurred by the indemnified party Company in any Post-Closing Period. (f) If the Company realizes any item of loss or credit for Tax purposes for any Post-Closing Period, it may, in its Affiliates as sole discretion, carry forward such loss or credit. (g) From and after the result Closing Date, if the Seller takes or permits to be taken any action with respect to a Tax imposed on or a Return of, or that includes or affects, the Company for a Pre-Closing Period and such action affects adversely the Tax position of the receipt of Buyer or the Company in a Post-Closing Period, then the Seller shall indemnify the Buyer or the Company and hold it harmless from and against any incremental liability for Tax that may reasonably be viewed as resulting from such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%action.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the The Purchaser shall ------------------------ promptly pay to the Seller the amount of Indemnifying Partners any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company KBC of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on at or before the Closing Date Effective Time or (ii) attributable to an amount paid by the Seller Indemnifying Partners under Section 7.01 8.02 hereof. The Purchaser shall, if the Seller Indemnifying Partners so requests request and at the Seller's Indemnifying Partners' expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller Indemnifying Partner is entitled under this Section 7.028.04. The Purchaser shall permit the Seller Indemnifying Partners to participate in control (at the Seller's Indemnifying Partners' expense) the prosecution of any such refund claimclaimed, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as the Indemnifying Partners shall designate to represent such entity with respect to such refund claimed. The Seller shall not be entitled to pursue In the event that any refund claim if such claim would increase or credit of Taxes payable by any Pershing Company for which a payment has been made pursuant to this Section 8.04(a) is subsequently reduced or Purchaser after disallowed, the Closing unless the Seller Indemnifying Partners shall indemnify Purchaser and hold harmless the payor for any Tax liability, including interest and penalties, assessed against such increased Taxespayor by reason of the reduction or disallowance. (b) Any amount otherwise payable by the Seller Indemnifying Partners under Section 7.01 8.02 shall be (i) reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates KBC for a period or portion thereof beginning after the Effective Time (a "Post- ---- Effective Time Tax Benefit") that arose in connection with any underlying -------------------------- adjustment resulting in the payment obligation of the Purchaser or KBC to pay Taxes for which the Seller is Indemnifying Partners are responsible under Section 7.01, 8.02 (such as a timing adjustment resulting in a Tax deduction for KBC for a period after the Effective Time) or the payment of such Taxes and (ii) increased by the estimated present value of any Tax cost reasonably expected to Purchaser or KBC of the payments for which the Indemnifying Partners are responsible under Section 8.02 (a "Post-Effective Time Tax Cost"). If a payment ---------------------------- is made by the Indemnifying Partners in accordance with Section 8.02, and if in a subsequent taxable year a Post-Effective Time Tax Benefit or Post-Effective Time Tax Cost is realized by the Purchaser or KBC (that was not previously taken into account pursuant to the preceding sentence), the Purchaser or KBC shall pay to the Indemnifying Partners or the Indemnifying Partners shall pay to the Purchaser, as appropriate, at the time of such realization the amount of such Post- Effective Time Tax Benefit or Post-Effective Time Tax Cost to the extent that the Post-Effective Time Tax Benefit or Post-Effective Time Tax Cost would have resulted in a reduction or increase in the amount paid by the Indemnifying Partners under Section 8.02 if the Post-Effective Time Tax Benefit or Post- Effective Time Tax Cost had been obtained in the year of such payment. A Post- Effective Time Tax Benefit or Post-Effective Time Tax Cost will be considered to be incurred by realized for purposes of this Section 8.04 at the indemnified party or its Affiliates as the result time that it is reflected on a Tax Return of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%Purchaser or KBC.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's ’s expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's ’s expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.. Back to Contents

Refunds and Tax Benefits. (a) Except Any Income Tax refunds that are received by Buyers or any Transferred Company or its Subsidiaries and any amounts credited against Income Tax to the extent such refund was accrued as an asset on the Closing Balance Sheetwhich Buyers or any Transferred Company or its Subsidiaries become entitled, the Purchaser shall promptly pay that relate to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable Income Tax periods of any Pershing Company or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, and Buyers shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after such receipt or entitlement thereto net of (i) any Taxes (including any Taxes that would be imposed on a distribution of any portion of such refund to the Buyers) and (ii) attributable any reasonable expenses that the Buyers, the Transferred Companies and their Subsidiaries or any of their Affiliates incur (or has or will incur) with respect to an amount paid by such refund (and related interest). Nothing in this Section 6.4(g) shall require that the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity Buyers make any payment with respect to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund for a Tax (and such refunds shall be for the benefit of the Buyers and the Transferred Companies and their Subsidiaries) that is with respect to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expenseA) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller that is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value carrying back of any net operating loss or other Tax benefit and the estimated present value attribute or Tax credit incurred in any taxable period (or portion of any Straddle Period) beginning on or after the day immediately following the Closing Date; (B) any refund of Tax costs referred paid after the Closing Date to in this subsection the extent the Sellers have not indemnified the Buyers or the Transferred Companies and their Subsidiaries for such Taxes; (and in Section 9.02(e)C) shall be computed using any refund for Tax that is reflected as a current asset (or offset to a current liability) on the Final Closing Net Working Capital; or (D) any refund for Tax that gives rise to a payment obligation by any Transferred Company or its Subsidiaries to any Person under applicable federal rate for Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any Transferred Company or its Subsidiaries on or prior to the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%Closing Date.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in 38 the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the The Purchaser shall promptly pay to the Seller the amount of Sellers any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller Sellers under Section 7.01 hereofhereof except to the extent such refunds are attributable to post-closing date tax attributes of the Purchaser or the Companies. The Purchaser shall, if the any Seller so requests and at the such Seller's expense, cause the relevant entity Company to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the such Seller is may be entitled under this Section 7.02. The Purchaser shall permit the such Seller to participate in control (at the such Seller's expense) the prosecution of any such refund claim. The , and shall cause the relevant Company to authorize by appropriate power of attorney such persons as such Seller shall not be entitled designate to pursue any represent such entity with respect to such refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxesclaim. (b) Any amount otherwise payable by the Seller Sellers under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates any Company, or any affiliate of the Purchaser or any Company, for a period or portion thereof beginning after the Closing Date (a "Post-Closing Date Tax Benefit") that arises in connection with any underlying adjustment that results in the obligation of the Purchaser or any Company, or any affiliate of the Purchaser or any Company, to pay Income Taxes for which the Sellers are responsible under Section 7.01 (such as a timing adjustment resulting in an Income Tax deduction for any Company for a period after the Closing Date), or in connection with the payment of Taxes for which the such Taxes. If a payment is made by any Seller is responsible under in accordance with Section 7.01, and increased if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized by the estimated present value Purchaser or any Company, or any affiliate of the Purchaser or any Company, (that was not previously taken into account to reduce an amount otherwise payable by such Seller under Section 7.01), the Purchaser shall promptly pay to such Seller, at the time of realization, the amount of such Post-Closing Date Tax cost reasonably expected Benefit to the extent that such amount would have resulted in a reduction in the obligations of such Seller under Section 7.01 if the Post-Closing Date Tax Benefit had been obtained in the year of such Seller's payment. A Post-Closing Date Tax Benefit will be considered to be incurred by realized for purposes of this Section 7.02 at the indemnified party or its Affiliates as the result time that it is reflected on a Tax return of the receipt of such indemnity payment. The estimated present value of Purchaser, any net Tax benefit and the estimated present value of Company or any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) affiliate of the Code as the discount rate and a Tax rate for all relevant years of 40%Purchaser or any Company.

Refunds and Tax Benefits. (a) Except Subject to the extent such refund was accrued as an asset on the Closing Balance SheetSection 7.2(b), the Purchaser Buyer shall promptly pay to the Seller the amount of any refund or credit or offset (including any interest paid or credited or any offset allowed with respect thereto but reduced by any Taxes that Buyer, the Company or any subsidiary shall be required to pay with respect thereto) received or used, in the case of a creditcredit or offset, by the Purchaser Buyer, the Company or by any Pershing Company subsidiary of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date (including any Taxes allocated to such period under Section 7.1(d) hereof) or (ii) attributable to an amount paid by the Seller under Section 7.01 7.1 hereof. The Purchaser amount of any refunds or credits or offsets (including any interest paid or credited with respect thereto) received by Buyer, the Company or any subsidiary shall be for the account of Buyer if the refund, credit or offset is of Taxes relating to taxable periods or portions thereof that begin on or after the Closing Date (including any Taxes allocated to such period under Section 7.1(d) hereof). Buyer shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller 7.2; provided, however, that Buyer must consent to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall , which consent may not be entitled unreasonably withheld; and provided further that neither Seller nor any affiliate of Seller shall, without the prior written consent of Buyer, which consent may not be unreasonably withheld, file or cause to pursue be filed any amended Tax return or claim for Tax refund with respect to the Company or any of its subsidiaries for any period ending on or before the Closing Date, to the extent that 33 28 any such filing may have a material adverse effect on the Tax liability of the Buyer, the Company or its subsidiaries (for this purpose, withholding of consent shall be reasonable if such refund claim if such claim would increase Taxes payable by could reasonably be expected to have a material tax cost or otherwise materially adversely affect Buyer, the Company, the Company's subsidiaries or any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxesof their Affiliates). (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01Buyer shall, and increased by Buyer shall cause the estimated present value of Company to, make any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1all elections under section 172(b)(3) of the Code as and under any comparable provision of any state, local and foreign tax law in any state, locality, or foreign jurisdiction within which the discount rate Company or any of its subsidiaries file a combined, unitary or similar return with Seller or any of its Affiliates (other than the Company or any of its subsidiaries) to relinquish the entire carryback period with respect to any net operating loss attributable to the Company or any of its subsidiaries in any taxable period beginning after the Closing Date that could be carried back to a taxable year of the Company or any such subsidiary ending on or before the Closing Date. Neither Seller nor any Affiliate thereof shall be required to pay to Buyer, the Company or any subsidiary any refund or credit of Taxes that results from the carryback to any taxable period ending on or before the Closing Date of any net operating loss, capital loss or tax credit attributable to the Company or any of its subsidiaries in any taxable period beginning after the Closing Date, except that (i) the Company or any of its subsidiaries that have not filed combined, unitary or similar returns with the Seller or any of its Affiliates (other than the Company or any of its subsidiaries) shall be entitled to carry back losses or tax credits from any taxable period beginning on or after the Closing Date to any taxable period of such Company ending on or prior to the Closing Date, but only if such carryback would not impose a material Tax cost or otherwise materially adversely affect Seller or any of its Affiliates and (ii) if, notwithstanding any election pursuant to this Section 7.2(b), any credit, deduction or loss of Buyer, the Company or any subsidiary arising in any period ending after the Closing Date is required to be carried back and included in any Return of Seller, or any affiliate of Seller (including the Company or any subsidiary), for any period ending on or before the Closing Date, then Seller shall pay to Buyer an amount equal to the actual Tax savings produced by such credit, deduction or loss; provided, however, that any credit, deduction or loss of Seller shall be used before any credit, deduction or loss of Buyer the Company or any subsidiary; and provided further that Seller must consent to any such refund claim, which consent may not be unreasonably withheld (for this purpose, withholding of consent shall be reasonable if such refund claim could reasonably be expected to have a Tax rate for all relevant years material tax cost or otherwise materially adversely affect Seller or any of 40%its affiliates).

Refunds and Tax Benefits. (a) Except Any Tax refunds that are received by Buyer or the Acquired Companies, and any amounts credited against Taxes to which Buyer or the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit Acquired Companies becomes entitled (including any interest paid or credited with respect thereto), that relate to Pre-Closing Tax Periods and are not reflected as an asset on the Final Closing Statement (or otherwise taken into account in determining the Final Purchase Price pursuant to Article II) received shall be for the account of the applicable Equity Seller, and Buyer shall pay over to such Equity Seller an amount equal to such refund or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods amount of any Pershing Company such credit within fifteen (15) days after receipt or portions thereof ending on entitlement thereto (net of any Taxes imposed thereon or before the Closing Date or out-of-pocket expenses incurred with respect thereto) (ii) attributable to an amount paid by the Seller under Section 7.01 hereofsuch amount, a “Tax Benefit”). The Purchaser Upon written request of UPS, Buyer shall, if the Seller so requests and at the Seller's UPS’s expense, cause the relevant entity to file for for, and use its reasonable best efforts to obtain and expedite the receipt of of, any refund to which that is for the account of an Equity Seller is entitled under this Section 7.025.6(g), unless such action could reasonably be expected to have a material unreimbursed adverse Tax impact to Buyer or any of its Affiliates (including any Acquired Company). The Purchaser shall permit To the extent any Tax Benefit is subsequently disallowed by the applicable Governmental Entity, the applicable Equity Seller agrees to participate in (at promptly repay to Buyer the Seller's expense) the prosecution amount of such Tax Benefit, together with any such refund claim. The Seller shall not be entitled to pursue any refund claim interest, and, if such claim would increase Taxes payable Tax Benefit was obtained at UPS’s request, penalties or other additional amounts imposed by such Governmental Entity with respect to such disallowance. Any such refunds or credits relating to any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 Straddle Period shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit equitably apportioned between Buyer and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%Equity Seller.

Refunds and Tax Benefits. (ai) Except All refunds or credits of Taxes (including interest thereon) attributable to the extent such refund was accrued Purchased Subsidiaries, the Business or the Target Assets with respect to Pre-Closing Tax Periods (including, without limitation, refunds or credits arising from amended Tax Returns filed after the Closing Date in accordance with Section 17.8, refunds or credits allocated to Seller under Section 17.6(b) and refunds of German Taxes relating to Pre-Closing Tax Periods which certain Purchased Subsidiaries are entitled to receive after the Closing Date) or attributable to any amount paid by Seller pursuant to this Article XVII shall be for the account of Seller Group (collectively, "Seller's Refunds"). (ii) If any Seller's Refunds are received or used by Purchaser or any of its Affiliates (including the Purchased Subsidiaries), including any Seller's Refunds used by Purchaser or any Affiliate of Purchaser (including the Purchased Subsidiaries) as an asset on the Closing Balance Sheetoffset against its Tax liability (other than a liability of Seller under Section 17.1(a)), the Purchaser shall promptly pay (or cause to be paid) to the relevant member of Seller Group within ten Business Days of Purchaser's actual receipt or actual use of Seller's Refunds the amount of such Seller's Refunds (reduced by any refund Tax required under applicable Tax Law to be paid or credit withheld by Purchaser or any of its Affiliates (including any interest paid or credited the Purchased Subsidiaries) with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof). The Purchaser shall, if the Seller so requests at Seller's request and at the sole expense of Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claimRefunds. The Purchaser and Seller shall not treat, and shall cause their respective Affiliates to treat, all Seller's Refunds as adjustments to purchase price for all U.S. and non-U.S. Tax purposes, and Purchaser and Seller agree that for purposes of Sections 3.3 and 17.2 such adjustments shall be entitled allocated to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless relevant Purchased Assets in accordance with, and subject to, the Seller shall indemnify Purchaser for such increased Taxesprovisions of Sections 3.3 and 17.2. (b) Any amount otherwise payable For avoidance of doubt, for purposes of this Agreement, including for purposes of computing the respective amounts of Seller Indemnified Taxes and Purchaser Indemnified Taxes, Seller and Purchaser agree that any and all losses, credits, Reliefs, allowances or other similar Tax attributes of, or allocated under applicable Tax Law to, the Purchased Subsidiaries arising in or attributable to Pre-Closing Tax Periods (collectively, "Seller's Attributes") shall, to the extent permitted by applicable Tax Law, be used first to offset income, profits or gains of the Seller under Section 7.01 Purchased Subsidiaries and their respective Affiliates arising in or attributable to Pre-Closing Tax Periods, including such income, profits or gains that are Restructuring Items or that arise in Pre-Closing Tax Periods by reason of any settlements, resolutions or compromises of any Tax Matters. Upon the earliest to occur of (a) the expiration of all applicable statutes of limitations for all Pre-Closing Tax Periods with respect to a taxing jurisdiction and a type of Tax (giving effect to any waivers, mitigations or extensions of such statutes of limitations), (b) the final -91- settlement, compromise or other resolution of all Tax Matters (whether pursuant to Determinations, closing agreements or otherwise) with respect to all Pre-Closing Tax Periods with respect to such taxing jurisdiction and type of Tax, and (c) the complete closure to dispute by any taxing authority of all Pre-Closing Tax Periods with respect to such taxing jurisdiction and type of Tax, any unutilized portion of any Seller's Attributes with respect to such taxing jurisdiction and type of Tax shall be reduced fully available for use by Purchaser and its Affiliates (including the estimated present value Purchased Subsidiaries) in Post-Closing Tax Periods. (c) Purchaser shall, at the direction in writing of Seller, cause each Purchased Subsidiary organized under the laws of a non-U.S. jurisdiction (each, a "non-U.S. Purchased Subsidiary") to take all such steps as Seller may reasonably require to: (i) use and surrender in the manner hereinafter described all Reliefs arising as a consequence of or by reference to any transaction, action or omission occurring (or deemed to occur) on or before the Closing or in respect of a Pre-Closing Tax Period, and not as a consequence of or by reference to any transaction, action or omission occurring (or deemed to occur) after the Closing or in respect of a Post-Closing Tax Period, as are available to such non-U.S. Purchased Subsidiary (such Reliefs including, without limitation, Reliefs made available to a company by means of a surrender from another company), the said use being to effect the reduction or elimination of any net Tax benefit available liability for Taxes to the extent specified by Seller in a manner that is consistent with the provisions of Section 17.4(b) and to the extent permitted by applicable Tax Law, and to provide to Seller, at Seller's expense, a certificate from the auditors (for the time being) of such non-U.S. Purchased Subsidiary confirming that all such Reliefs have been so used; (ii) make all such claims and elections specified by Seller, and in particular that Purchaser will cause any Purchased Subsidiary organized under the laws of the United Kingdom (a "U.K. Purchased Subsidiary") to make all such claims and elections, including, without limitation, surrenders of group relief as defined in Chapter IV of Part X of the U.K. Income and Corporation Tax Act, 1988, as Seller may specify in a manner that is consistent with the provisions of Section 17.4(b) in respect of any accounting period of such U.K. Purchased Subsidiary beginning before the Closing Date as have the effect of reducing or eliminating such liability for Taxes as is mentioned in clause (i) of this Section 17.5(c), provided that no such claim or election shall require such U.K. Purchased Subsidiary to use or surrender any Relief which arises solely as a consequence of or by reference to a transaction, action or omission occurring (or deemed to occur) after the Closing or in respect of a Post-Closing Tax Period, and provided further that Purchaser shall not be obliged to cause a U.K. Purchased Subsidiary to use and/or surrender any such Reliefs under this Section 17.5(c)(ii) to the extent such use or surrender would reasonably be expected to, or would, increase such U.K. Purchased Subsidiary's liability for Taxes with respect to a Post-Closing Period (except where such increased liability for Taxes would arise solely as a result of any Seller's Attributes not being available, in whole or in part, to be used or surrendered in a Post-Closing Tax Period); and (iii) allow Seller to reduce or eliminate any such liability for Taxes as is mentioned in clause (i) of this Section 17.5(c) by surrendering, or causing any non-U.S. Purchased Subsidiary or any Affiliate of Seller to surrender, any loss, allowance or other amount available for surrender by or to such non-U.S. Purchased Subsidiary or such Affiliate of Seller to the extent permitted by applicable Tax Law but without any payment being made in consideration for such surrender. Seller shall reimburse Purchaser for the out-of-pocket professional fees that Purchaser or its Affiliates may reasonably and properly incur to take any action described in connection this Section 17.5(c) no later than 10 Business Days of Seller's receipt of invoices and other materials describing in reasonable detail the amount and nature of such fees. (d) Except to the extent otherwise provided in this Article XVII and subject to Section 17.5(e), neither Purchaser nor Seller shall, and neither shall cause or permit any of the Purchased Subsidiaries or any of their respective Affiliates to, make, amend, or revoke any Tax elections or claims with respect to the payment Purchased Subsidiaries, the Target Assets or the Business in a manner that would reasonably be expected to, or would, (i) increase the amount of Taxes for which the Seller other party is responsible liable under Section 7.01, and increased by this Article XVII or otherwise result in adverse Tax consequences to the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified other party or its Affiliates as or (ii) reduce the result amount of any Seller's Attributes or Seller's Refunds, except pursuant to a Determination or except with the prior written consent of the receipt other party (which consent shall not be unreasonably withheld, delayed or conditioned). (e) Purchaser shall not, and shall not cause or permit any of the Purchased Subsidiaries or any Affiliate of Purchaser to, carryback any net operating loss, capital loss, Tax credit or other Tax attribute attributable to Purchaser, any Affiliate of Purchaser or any Purchased Subsidiary from a Post-Closing Tax Period into a Pre-Closing Tax Period of Seller or any Affiliate of Seller, including any Purchased Subsidiary (a "Purchaser Carryback"), unless (i) Seller shall have provided its prior written consent to such Purchaser Carryback or (ii) such Purchaser Carryback is required (rather than being optional) under applicable Tax Law and applicable Tax Law does not permit a waiver of such indemnity payment. The estimated present value requirement or a relinquishment of any net Tax benefit the carryback period as it relates to such Purchaser Carryback (a "Mandatory Purchaser Carryback") (it being understood and agreed by Purchaser that Purchaser shall provide or cause to be provided to Seller written notice regarding such Mandatory Purchaser Carryback at least 30 calendar days prior to the estimated present value filing of any Tax costs referred Return that reports or claims such Mandatory Purchaser Carryback, which notice shall describe in reasonable detail the nature and amount of such Mandatory Purchaser Carryback and such applicable Tax Law). Seller's prior written consent to a Purchaser Carryback shall not be unreasonably withheld or delayed, it being understood and agreed by Purchaser that Seller shall have the absolute right in this subsection its sole discretion to withhold its consent to any Purchaser Carryback if such Purchaser Carryback would reasonably be expected to, or would, (and i) result in an increase in the amount of Taxes for which Seller is liable under Section 9.02(e17.1(a), (ii) reduce the amount of any Seller's Refunds or Seller's Attributes, or (iii) result in any adverse Tax consequences to Seller or any Affiliate of Seller (including, with respect to any Pre-Closing Period, any Purchased Subsidiary) (a "Seller Detriment"). In the absence of Seller's prior written consent to any Purchaser Carryback, neither Seller nor any of its Affiliates shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) required to pay to Purchaser, any of the Code Purchased Subsidiaries or any of their Affiliates any refund or credit of Taxes that results from such Purchaser Carryback. In the event Seller provides its prior written consent to any Purchaser Carryback, Seller shall pay (or cause to be paid) to Purchaser or the relevant Purchaser Designee (as applicable) within ten Business Days of the discount rate and actual receipt or use of a refund or credit of Taxes by Seller or any Affiliate of Seller that results from such Purchaser Carryback the amount of such refund or credit (reduced by any Tax rate for all relevant years required under applicable Tax Law to be paid or withheld by Seller or any of 40%its Affiliates with respect thereto). In the case of a Mandatory Purchaser Carryback that actually gives rise to a Seller Detriment, Purchaser shall pay or cause to be paid to Seller the amount of such Seller Detriment that does not exceed the amount of the refund or credit of Taxes that actually results from such Mandatory Purchaser Carryback (or if such refund or credit of Taxes is actually received or used by Seller or any Affiliate of Seller, Seller or such Affiliate shall not be required to pay to Purchaser or any Affiliate of Purchaser the amount of such refund or credit that does not exceed the amount of such Seller Detriment).

Refunds and Tax Benefits. (a) Except to Any Tax refunds that the extent such refund was accrued as an asset on Buyer or the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof its Subsidiaries have received, and any amounts credited against Taxes that the Buyer or the Company or its Subsidiaries have become entitled to, shall, if such amounts or credits relate to Tax periods ending on or before the Closing Date or which include the Closing Date, be for the account of the Stockholders (except 41 for Tax periods which include but do not end on the Closing Date, in which case such amounts or credits will be equitably allocated to the Stockholders based on the nature of the Tax to which the refund or credit relates), and the Company shall pay over to the Stockholders' Representative any such refund or the amount of any such credit within fifteen (15) Business Days after (i) in the case of a refund, receipt thereof, or (ii) attributable in the case of a credit, the Buyer determines that such credit actually reduced Tax payments to be made in a post-Closing Tax period. Notwithstanding anything to the contrary contained in this SECTION 7.6, (i) this SECTION 7.6 shall not apply to refunds or credits resulting from the carry back of losses incurred or accrued from a Taxable year that ends after the Closing Date to a Taxable year ending on or prior to the Closing Date and (ii) neither the Buyer, the Company nor any Subsidiary shall have an obligation to make a payment pursuant to this SECTION 7.6 until the aggregate amount paid of all such refunds and credits (that actually reduce Tax payments) actually received by the Seller under Section 7.01 hereofBuyer, the Company or any Subsidiary, which refunds and credits (that actually reduce Tax payments) actually received by the Buyer, the Company or any Subsidiary would otherwise be payable pursuant to this SECTION 7.6, on a cumulative basis exceeds $2,000,000, and then only to the extent the amount of such aggregate refunds and credits (that actually reduce Tax payments) exceeds such amount. The Purchaser shall, if Buyer and the Seller so requests and Company or its Subsidiaries will at the Seller's expense, cause request of the relevant entity to file for and Stockholders' Representatives use its commercially reasonable best efforts to obtain and expedite any Tax refund or credit, the receipt benefit of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not Stockholders may be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing (in whole or in part) and of which the Buyer, the Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall its Subsidiaries become aware, with expenses to be reduced by the estimated present value of any net Tax benefit available borne in proportion to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%benefits received.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser The Buyers shall promptly ------------------------ pay to the Seller the amount of any refund refund, credit or credit offset (including any interest paid paid, credited or credited any offset allowed with respect thereto but reduced by any Taxes that the Buyer or any of the Spirits Subsidiaries shall be required to pay with respect thereto) received or used, in the case of a creditcredit or offset, by the Purchaser Buyers or by any Pershing Company of the Spirits Subsidiaries of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (including any Income Taxes allocated to such period under Section 7.1(d) hereof), (ii) attributable to an amount paid by the Seller under Section 7.01 hereof7.1 hereof or (iii) that are Retained Assets. The Purchaser amount of any refunds, credits or offsets (including any interest paid or credited with respect thereto) received by the Buyers or any of the Spirits Subsidiaries shall be for the account of the Buyers if the refund, credit or offset is of Taxes relating to taxable periods or portions thereof that begin on or after the Closing Date (including any Income Taxes allocated to such period under Section 7.1(d) hereof), including any refund, credit or offset that results from the carry forward of a Tax attribute from a period ending on or before the Closing Date to a post-Closing taxable period. The Buyers shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes7.2. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01The Buyers shall, and increased by shall cause the estimated present value of Spirits Subsidiaries to, make any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1all elections under section 172(b)(3) of the Code as and under any comparable provision of any state, local and foreign Tax law in any state, locality or foreign jurisdiction within which any of the discount rate and Spirits Subsidiaries file a combined, unitary or similar return with the Seller or any of its Affiliates to relinquish the entire carryback period with respect to any net operating loss attributable to the Spirits Subsidiaries in any taxable period beginning after the Closing Date that could be carried back to a taxable year ending on or before the Closing Date. Neither the Seller nor any Affiliate thereof shall be required to pay to the Buyers or any of the Spirits Subsidiaries any refund or credit of Taxes that results from the carryback to any taxable period ending on or before the Closing Date of any net operating loss, capital loss or tax credit attributable to any of the Spirits Subsidiaries in any taxable period beginning after the Closing Date, except that any of the Spirits Subsidiaries that have not filed combined, unitary or similar returns with the Seller or any of its Affiliates (other than the Spirits Subsidiaries) shall be entitled to carry back losses or tax credits from any taxable period beginning on or after the Closing Date to any taxable period of such Spirits Subsidiary ending on or prior to the Closing Date, but only if such carryback would not impose a material Tax rate for all relevant years cost or otherwise materially adversely effect the Seller or any of 40%its Affiliates.

Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the The Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of its Affiliates of Taxes (i) relating to the Subsidiaries, the Assets or the Business for taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date (other than refunds attributable to or arising out of the carryback of items arising in taxable periods beginning after the Closing Date and Post-Closing Partial Periods) or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is may be entitled under this Section 7.02; provided, that Seller may not without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld) apply for or settle or compromise any claim for refund if doing so would (i) increase the indemnification obligation of the Purchaser under this Article VII or (ii) result in an increase in Tax liability of the Purchaser or any Purchaser Tax Group Member or any of the Subsidiaries on a post-Closing basis. The Purchaser shall permit the Seller to participate in control (at the Seller's expense) the prosecution of any such refund claim, and shall cause any of its Affiliates to authorize by appropriate power of attorney such Persons as the Seller shall designate to represent such entity with respect to such refund claim. The Seller Purchaser shall not be entitled to pursue any refund claim if such claim would increase all refunds of Taxes payable by any Pershing Company or Purchaser for taxable periods beginning after the Closing unless the Seller shall indemnify Purchaser for such increased TaxesDate and Post-Closing Partial Periods. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser, the Subsidiaries or any Affiliate of the Purchaser for a period or portion thereof beginning after the Closing Date (a "POST-CLOSING DATE TAX BENEFIT") that arises in connection with any underlying adjustment that results in the obligation of the Purchaser or its Affiliates in connection with any Affiliate of the payment of Purchaser to pay Taxes for which the Seller is responsible under Section 7.01 (such as a timing adjustment resulting in an Income Tax deduction for a period after the Closing Date), or in connection with the payment of such Taxes. If a payment is made by the Seller in accordance with Section 7.01, and increased if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized by the estimated present value Purchaser or any Affiliate of any the Purchaser (that was not previously taken into account to reduce an amount otherwise payable by the Seller under Section 7.01), the Purchaser shall promptly pay to the Seller, at the time of realization, the amount of such Post-Closing Date Tax cost reasonably expected Benefit to the extent that such amount would have resulted in a reduction in the obligations of the Seller under Section 7.01 if the Post-Closing Date Tax Benefit had been obtained in the year of the Seller's payment. A Post-Closing Date Tax Benefit will be considered to be incurred realized for purposes of this Agreement at the time of filing of a Tax return of the Purchaser or any Affiliate of the Purchaser in which the Post-Closing Date Tax Benefit is reflected; provided that if any such Post-Closing Date Tax Benefit is subsequently disallowed, Purchaser shall notify Seller of such disallowance and Seller shall promptly pay to Purchaser the amount by which Seller Indemnitor's indemnity payment to Purchaser was reduced by such Post-Closing Date Tax Benefit, or the indemnified party or its Affiliates amount paid by Purchaser to Seller under the immediately preceding sentence, as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%case may be.