Common use of Refunds and Tax Benefits Clause in Contracts

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or any Target, and any amounts credited against Tax to which Buyer or any Target become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the Closing. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d).

Refunds and Tax Benefits. Any Except to the extent included as a current asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6, any Tax refunds that are received by Buyer Acquiror or any TargetCompany, and any amounts credited against credit or other offset to Tax in lieu of cash refunds to which Buyer Acquiror or any Target become entitledCompany becomes entitled (including any interest paid thereon), in each case, that relate to Taxes of any Company with respect to any Seller Tax periods Period (a “Seller Tax Refund”) shall be for the account of Sellers and their Affiliates (other than the Companies), excluding any refund or portions thereof credit attributable to any loss in a Tax period (or portion of a Straddle Tax Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax period (or portion of a Straddle Tax Period) ending on or before the Closing Date Date; provided, that solely with respect to any Seller Tax Refund relating to any Company other than Xxxxxxx US, Xxxxxxx Building Products, Inc. and Xxxxxxx Industries, such Seller Tax Refund shall be for the account of SellersSellers and their Affiliates (other than the Companies) only if and to the extent such Seller Tax Refund is received by, and Buyer shall pay over or utilized on, any Tax Return with respect to Sellers an Acquiror Tax Period filed by, Acquiror or any such refund Company on or prior to the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within Seller Tax Indemnity Expiration Date. Within ten (10) days after the receipt of any such Seller Tax Refund (or, in the case of such a Seller Tax Refund in the form of a credit or entitlement thereto; providedother offset to Tax, howeverthe due date for filing the Tax Return utilizing such credit or other offset to Tax), Acquiror shall pay over to Sellers such Seller Tax Refund. Acquiror shall, and shall cause the Companies to, cooperate, as is reasonably requested by Sellers, in obtaining any Seller Tax Refund that Buyer Sellers believe should be available, including by filing appropriate forms with the applicable Governmental Authority. Acquiror shall, in respect of any time or period falling on or prior to the Closing Date (including, without limitation, any overlapping period as defined in Section 142 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 Closing) as Sellers may direct in connection with a Surrender. Acquiror agrees to waive any carryback of any Tax loss or other Tax attribute from an Acquiror Tax Period to a Seller Tax Period, if and to the extent permitted by applicable Law. In the event that Acquiror is not permitted under applicable Law to waive any such carryback, Acquiror shall be permitted to carry back such Tax loss or other Tax attribute to a Seller Tax Period and Sellers shall be entitled to an amount equal to the amount of any refund Taxes actually incurred by any Seller or credit taken into account any of its Affiliates (including as a result of any diminution in computing Capital foreign tax credits) resulting from such carryback, as computed on a “with and Surplus as without” basis. For the avoidance of the Closing. In additiondoubt, to the extent that the income or Tax attributable to a claim for refund given Seller Tax Period may be offset by either a carryback described in this Section 7.2(d) or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets carryback of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback attribute of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as or any of its Affiliates arising in the same Acquiror Tax Period or any preceding Acquiror Tax Period, Sellers may in their sole discretion determine the order in which such carrybacks may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)applied.

Refunds and Tax Benefits. Any Tax refunds or credits for overpayment that are received by Buyer the Acquiror or any Target, the Company and any its Subsidiaries in excess of the amounts credited against accrued for such Tax refunds or credits in the Final Net Working Capital Amount to which Buyer the Acquiror or any Target the Company and its Subsidiaries become entitled, entitled that relate to income Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellersthe stockholders and optionholders of the Company, and Buyer the Acquiror shall pay over to Sellers the stockholders and optionholders of the Company any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the Closing. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) 15 days after receipt or entitlement thereto. None If the amount accrued for such Taxes in the Final Net Working Capital Amount exceeds the actual unpaid liability of Buyerthe Company due in respect of Pre-Closing Tax Returns (such excess the “Reduced Tax Liability”), Buyer’s Affiliates 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 the stockholders and optionholders of the Company any such amount within 15 days after receipt or Targets shall carry back entitlement thereto. Upon a request from the Stockholder Representatives, Acquiror shall, as soon as is reasonably practicable, cause the Company or its Subsidiaries or affiliates to file an amended Tax return or application for Tax refund in order to obtain a Tax year refund that the Company is entitled to pursuant to this Section 6.4, and Acquiror, the Company and their Subsidiaries or period that ends on or before affiliates shall execute all other documents, take reasonable additional actions, not take any action the Closing Date any item result of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates which would be to forego the right to any such Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Targetrefund, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps otherwise reasonably cooperate as may be requested necessary for the Acquiror, the Company and their Subsidiaries or affiliates to perfect their rights in and obtain the Tax refunds contemplated by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Section 6.4.

Refunds and Tax Benefits. Any 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 or arising from the carryback of any loss generated by any Company in any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date, any Tax refunds that are received by Buyer Acquiror or any Targetthe Companies, and any amounts credited against Tax credits in lieu of cash refunds to which Buyer Acquiror or any Target the Companies become entitled, in each case, that relate to Taxes of the Companies with respect to Tax periods or portions thereof ending on or before the Closing Date and including any interest paid thereon (collectively, “Seller Tax Refunds”) shall be for the account of Sellers, Sellers and Buyer their Affiliates (other than the Companies). Acquiror shall promptly notify Sellers in writing of any Seller Tax Refunds received by or payable to the Companies after the Closing. Acquiror shall pay over to Sellers any such refund or the amount Seller Tax Refund, net of (1) any such credit (less Buyer’s reasonable out-of-pocket expenses incurred costs associated in connection with obtaining such refund or creditamounts, (2) within ten any Tax required to be withheld on such payment, and (103) days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus applicable Taxes imposed on Acquiror as a result of the Closing. In additionreceipt of such Seller Tax Refund, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after receipt thereof. Acquiror shall cooperate, and cause the Companies to cooperate, as is reasonably requested by Sellers, in obtaining any Seller becomes entitled theretoTax 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. Either party shall take reasonable steps as may be requested If there is a subsequent reduction by the other party to obtain a Governmental Authority (or by virtue of a change in applicable Tax law), of any refund or credit 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 one party is entitled under this subparagraph Tax required to be withheld on such payment and (dy) any reduction in the 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 time or period falling on or prior to the Closing Date (including, without limitation, any overlapping period as defined in Section 142 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 Closing) as Sellers may direct in connection with a Surrender.

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or any Targetfor the benefit of the Purchasers or the Acquired Companies, and any amounts credited against Tax Taxes to which Buyer the applicable Purchaser or any Target the Acquired Companies become entitled, that relate to Taxes paid or accrued by the Acquired Companies for a Pre-Closing Tax periods Period or portions thereof for a Straddle Period that are allocated (as determined in the manner set forth in Section 18(e)) to the portion of such Straddle Period ending on or before the Closing Date shall Date, other than any such amounts taken into account in computing Final Closing Net Working Capital, will be for the account of SellersSeller, and Buyer such Purchaser will pay to Seller any such refunds or the amount of any such credit (when used as an actual or deemed payment of Taxes), net of reasonable costs and Taxes to such Purchaser or Acquired Company relating to the refund or credit, by wire transfer or delivery of other immediately available funds, within fifteen (15) days after receipt thereof or entitlement thereto, as applicable. Seller shall pay over return or assign to Sellers the applicable Purchaser (i) any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such if the refund or creditcredit is later finally disallowed in a Tax proceeding and (ii) within ten (10) days any refund or credit received by Seller for Taxes attributable to taxable periods beginning after receipt the Closing Date or entitlement theretoStraddle Periods which Taxes are allocable to such Purchaser; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the Closing. In addition, Seller will promptly repay to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of applicable Purchaser any amount accrued as a liability on received by Seller pursuant to this Section 18(h), together with any related interest and penalties, in the Final Settlement Statement, Buyer event such Purchaser is subsequently required to return such Tax refund to the applicable Governmental Authority or such Tax credit is subsequently disallowed or otherwise nullified. No Purchaser shall pay such amount have any obligation under this Agreement to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back any Tax item arising in any taxable period beginning after the Closing Date to a Tax taxable year or period that ends ending on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d).

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or any Targetthe Acquired Companies, and any amounts credited against Tax Taxes to which Buyer or the Acquired Companies becomes entitled (including any Target become entitledinterest paid or credited with respect thereto), that relate to Pre-Closing Tax periods Periods and are not reflected as an asset on the Final Closing Statement (or portions thereof ending on or before otherwise taken into account in determining the Closing Date Final Purchase Price pursuant to Article II) shall be for the account of Sellersthe applicable Equity Seller, and Buyer shall pay over to Sellers any such Equity Seller an amount equal to such refund or the amount of any such credit within fifteen (less Buyer’s reasonable 15) days after receipt or entitlement thereto (net of any Taxes imposed thereon or out-of-pocket expenses incurred in connection with obtaining respect thereto) (such refund or credit) within ten (10) days after amount, a “Tax Benefit”). Upon written request of UPS, Buyer shall, at UPS’s expense, cause the relevant entity to file for, and use reasonable best efforts to obtain the receipt or entitlement thereto; providedof, however, that Buyer shall be entitled to any refund or credit taken into that is for the account in computing Capital and Surplus as of the Closing. In additionan Equity Seller under this Section 5.6(g), unless such action could reasonably be expected to the extent that have a claim for refund or a proceeding results in a payment or credit against material unreimbursed adverse Tax by a taxing authority impact to Buyer or Targets any of its Affiliates (including any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by LawAcquired Company). To the extent any carryback Tax Benefit is required subsequently disallowed by Lawthe applicable Governmental Entity, the applicable Equity Seller agrees to promptly repay to Buyer shall be entitled to the amount of such Tax Benefit, together with any refund interest, and, if such Tax Benefit was obtained at UPS’s request, penalties or credit other additional amounts imposed by such Governmental Entity with respect to state and local such disallowance. Any such refunds or non-U.S. Taxes (including any interest credits relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled Straddle Period shall be paid by Sellers to equitably apportioned between Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by and the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)applicable Equity Seller.

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or any Target, and any amounts credited against Tax to which Buyer or any Target become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credita) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer The Seller shall be entitled to any refund or credit taken into account in computing Capital (including any interest paid or credited with respect thereto), and Surplus the Purchaser shall promptly pay to the Seller any such refund or credit of Taxes (including any interest paid or credited with respect thereto) received by the Purchaser or the Company (i) relating to the pre-Closing Period or (ii) attributable to an amount for which the Seller is responsible under Section 7.01(a) hereof. At the Seller's request, the Purchaser shall certify as to the amount of any refund or credit received by the Purchaser or the Company as to any year, and provide such information as Seller may reasonably request regarding such certification. The Seller may utilize any net operating loss of the Closing. In addition, to Company arising in any of the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends periods ending on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to on any Tax year Return for any Tax period ending on or period that ends after before the Closing DateDate and shall have no obligation of any nature to indemnify the Purchaser with respect to the utilization of such Pre-Closing Date NOL. The Purchaser shall, except if the Seller so requests and at the Seller's expense, cause the Company to file for and obtain any refund determined by the Seller to be due to the Seller. The Purchaser shall permit the Seller to control (at the Seller's expense) the prosecution of any such refund claimed, and shall cause the Company to authorize by appropriate power of attorney such Persons as required by Lawthe Seller shall designate to represent the Company with respect to such refund claimed. To In the extent any carryback is required by Law, Buyer shall be entitled to event that any refund or credit with respect of Taxes for which a payment has been made pursuant to state this Section 7.02(a) is subsequently reduced or disallowed, the Seller shall indemnify, defend and local hold harmless the Company against and reimburse the Company for any Tax liability, including interest and penalties, assessed against the Company by reason of the reduction or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)disallowance.

Refunds and Tax Benefits. Any Income Tax refunds that are received by Buyer or any Target, Transferred Company or its Subsidiaries and any amounts credited against Income Tax to which Buyer or any Target Transferred Company or its Subsidiaries become entitled, that relate to Income Tax periods 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 (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (1015) days after such receipt or entitlement thereto; providedthereto 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) any reasonable expenses that the Buyer, however, the Transferred Companies and their Subsidiaries or any of their Affiliates incur (or has or will incur) with respect to such refund (and related interest). Nothing in this Section 6.4(g) shall require that the Buyer shall be entitled make any payment with respect to any refund or credit taken into account in computing Capital for a Tax (and Surplus as such refunds shall be for the benefit of the Closing. In addition, Buyer and the Transferred Companies and their Subsidiaries) that is with respect to (A) any refund of Tax that is the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets result of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None carrying back of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax attribute or Tax credit incurred in any taxable period (or benefit that is attributable to, arises from portion of any Straddle Period) beginning on or relates to any Tax year or period that ends after the day immediately following the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to ; (B) any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins Tax paid after the Closing Date to the extent the Sellers have not indemnified the Buyer or the Transferred Companies and their Subsidiaries for such Taxes; (C) any refund for Tax that is attributable 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 Target, and Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any such refund Transferred Company or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund its Subsidiaries on or credit) prior to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Closing Date.

Refunds and Tax Benefits. Any Tax refunds that are (a) The Purchaser shall promptly pay to the Seller any refund or credit (including any interest paid or credited with respect thereto) received by Buyer the Purchaser or any Targetof its Affiliates of Taxes (i) relating to the Subsidiaries, and any amounts credited against Tax to which Buyer the Assets or any Target become entitled, that relate to Tax the Business for taxable periods or portions thereof ending on or before the Closing Date shall be for the account (other than refunds attributable to or arising out of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the Closing. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a arising in taxable year or period that begins periods beginning after the Closing Date and is 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, file for and obtain any Targetrefund to which the Seller may be entitled under this Section 7.02; provided, and 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 control (at the Seller's expense) the prosecution of any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection 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 obtaining respect to such refund or credit) to which Sellers are entitled claim. The Purchaser shall be paid by Sellers entitled to Buyer within thirty (30) days all refunds of Taxes for taxable periods beginning after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Closing Date and Post-Closing Partial Periods.

Refunds and Tax Benefits. Any Income Tax refunds that are received by Buyer Buyers or any Target, Transferred Company or its Subsidiaries and any amounts credited against Income Tax to which Buyer Buyers or any Target Transferred Company or its Subsidiaries become entitled, that relate to Income Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, and Buyer Buyers shall pay over to the Sellers any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) 15 days after such receipt or entitlement thereto; providedthereto 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) any reasonable expenses that the Buyers, however, the Transferred Companies and their Subsidiaries or any of their Affiliates incur (or has or will incur) with respect to such refund (and related interest). Nothing in this Section 6.4(f) shall require that Buyer shall be entitled the Buyers make any payment with respect to any refund or credit taken into account in computing Capital for a Tax (and Surplus as such refunds shall be for the benefit of the Closing. In addition, Buyers and the Transferred Companies and their Subsidiaries) that is with respect to (A) any refund of Tax that is the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets result of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None carrying back of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax attribute or Tax credit incurred in any taxable period (or benefit that is attributable to, arises from portion of any Straddle Period) beginning on or relates to any Tax year or period that ends after the day immediately following the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to ; (B) any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins Tax paid after the Closing Date to the extent the Sellers have not indemnified the Buyers or the Transferred Companies and their Subsidiaries for such Taxes; (C) any refund for Tax that is attributable 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 Target, and Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any such refund Transferred Company or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund its Subsidiaries on or credit) prior to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Closing Date.

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer (a) Subject to paragraph (b) of this Section 7.02, the Purchaser shall promptly pay to the Seller the amount of any refund or credit or offset (including any interest paid or credited or any Targetoffset allowed with respect thereto but reduced by any Taxes that the Purchaser, and any amounts credited against Tax to which Buyer the Company or any Target become entitledSubsidiary shall be required to pay with respect thereto) received or used, that relate in the case of a credit or offset, by the Purchaser, the Company or any Subsidiary of Taxes (i) relating to Tax taxable periods or portions thereof ending on or before the Closing Date (including any Taxes allocated to such period under Section 7.01(d) hereof) provided Seller would be liable for such Taxes under Section 7.01(a) hereof, and only to the extent that any such refunds or credits or offsets are in excess of the amount of refunds for Taxes reflected on the Closing Balance Sheet (but only to the extent such refund is taken into account in determining the Cash Dividend Amount adjustment under Section 2.04(c) hereof) or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The amount of any refunds or credits or offsets (including any interest paid or credited with respect thereto) received by the Purchaser, the Company or any Subsidiary shall be for the account of Sellersthe Purchaser if (i) the refund, and Buyer shall pay over credit or offset is of Taxes (A) relating to Sellers taxable periods or portions thereof that begin on or after the Closing Date (including any Taxes allocated to such refund period under Section 7.01(d) hereof) or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund B) relating to taxable periods or credit) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the Closing. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends portions thereof ending on or before the Closing Date any item of lossprovided such refund, deductioncredit or offset relates to Taxes for which Seller would not be liable under Section 7.01(a) hereof, or (ii) the refund, credit or any net operating loss, net capital loss or other Tax credit or benefit offset relates to an adjustment to a taxable period that is attributable to, begins before the Closing Date that arises from an adjustment to a taxable period beginning on or relates to any Tax year or period that ends after the Closing Date, except as required by Lawbut only, in the case of items referred to in clause (ii), if the adjustment would not impose a material Tax cost or otherwise materially adversely affect the Seller or any of its Affiliates. To The Purchaser shall, if the extent 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 carryback refund to which the Seller is required by Lawentitled under this Section 7.02, Buyer provided, however, that the Purchaser must consent to any such refund claim, which consent may not be unreasonably withheld (for this purpose, withholding of consent shall be entitled reasonable if such refund claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect Purchaser, the Company, the Subsidiaries or any refund or credit of their Affiliates). If an adjustment is made with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year period ending on or before the Closing Date in respect of Taxes of the Company or the Subsidiaries that increases the Tax liability of the Purchaser Group for any taxable period that begins including or ending after the Closing Date (a "Post-Closing Tax Detriment") and is attributable decreases the Tax liability of the Seller Group, Seller shall pay to any Target, and Purchaser the amount of any such refund or credit (less Sellers’ reasonable outTax decrease at the time such Post-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested Closing Tax Detriment is realized by the other party Purchaser. A Post-Closing Tax Detriment will be considered to obtain be realized for purposes of this Section 7.02 at the time that it increases the aggregate Tax liability of the Purchaser Group, provided, however, a Post-Closing Tax Detriment will be considered realized only to the extent it increases the aggregate Tax liability of the Purchaser Group. If an adjustment is made with respect to a taxable period ending after the Closing Date in respect of Taxes of the Company or the Subsidiaries that increases the Tax liability of the Seller Group for any refund taxable period ending on or credit before the Closing Date and decreases the tax liability of the Purchaser Group, Purchaser shall pay to which Seller the amount of any one party such Tax decrease (a "Pre-Closing Tax Detriment") at the time such Pre-Closing Tax Detriment is entitled under realized by the Seller. A Pre-Closing Tax Detriment will be considered to be realized for purposes of this subparagraph (d)Section 7.02 at the time that it increases the aggregate Tax liability of the Seller Group, provided, however, a Pre-Closing Tax Detriment will be considered realized only to the extent it increases the aggregate Tax liability of the Seller Group.

Refunds and Tax Benefits. Any Tax refunds that are received by the Buyer or any Targetthe Company or its Subsidiaries have received, and any amounts credited against Tax to which Taxes that the Buyer or any Target the Company or its Subsidiaries have become entitledentitled to, that shall, if such amounts or credits relate to Tax periods or portions thereof ending on or before the Closing Date shall or which include the Closing Date, be for the account of Sellersthe 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 Buyer the Company shall pay over to Sellers the Stockholders' Representative any such refund or the amount of any such credit within fifteen (less Buyer’s reasonable out15) Business Days after (i) in the case of a refund, receipt thereof, or (ii) in the case of a credit, the Buyer determines that such credit actually reduced Tax payments to be made in a post-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the ClosingClosing Tax period. In addition, Notwithstanding anything to the extent that a claim for refund contrary contained in this SECTION 7.6, (i) this SECTION 7.6 shall not apply to refunds or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on credits resulting from the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to of losses incurred or accrued from a Tax Taxable year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled Date to any refund a Taxable year ending on or credit with respect prior to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable (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 of all such refunds and credits (that actually reduce Tax payments) actually received by the Buyer, the Company or any TargetSubsidiary, 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 Buyer and the Company or its Subsidiaries will at the request of the Stockholders' Representatives use commercially reasonable efforts to obtain any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refund or credit) to , the benefit of which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as the Stockholders may be requested by entitled (in whole or in part) and of which the other party Buyer, the Company or its Subsidiaries become aware, with expenses to obtain any refund or credit be borne in proportion to which any one party is entitled under this subparagraph (d)the benefits received.

Refunds and Tax Benefits. Any Tax refunds that are (a) The Seller shall be entitled to any refund or credit (including any interest paid or credited with respect thereto), and the Purchaser shall promptly pay to the Seller any such refund or credit of Taxes (including any interest paid or credited with respect thereto) received by Buyer the Purchaser or any Target, and any amounts credited against Tax to which Buyer or any Target become entitled, that relate the Company (i) relating to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers(including, and Buyer shall pay over to Sellers any such refund or the amount of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement thereto; providedwithout limitation, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as attributable to any net operating loss of the Closing. In addition, to the extent that a claim for refund or a proceeding results Company arising in a payment or credit against any Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends ending on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit (a "Pre-Closing Date NOL") that is attributable to, arises from or relates to utilized by the Purchaser in any Tax year or period that ends beginning after the Closing Date, except provided, however, that the Purchaser shall have no obligation to the Seller under this clause (i) with respect to a Pre-Closing Date NOL that arises as required by Lawa result of the amendment of a Tax Return or the resolution of any Contest with respect to a Pre-Closing Tax) or (ii) attributable to an amount for which the Seller is responsible under Section 7.1(a) hereof. To At the extent any carryback is required by LawSeller's request, Buyer the Purchaser shall be entitled certify as to the amount of any refund or credit with respect received by the Purchaser or the Company as to state any year, and local provide such information as the Seller may reasonably request regarding such certification. The Seller may utilize any Pre-Closing Date NOL on any Tax Return for any Tax period ending on or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after before the Closing Date and is attributable shall have no obligation of any nature to indemnify the Purchaser with respect to the utilization of such Pre-Closing Date NOL. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the Company to file for and obtain any Target, and refund determined by the Seller to be due to the Seller. The Purchaser shall permit the Seller to control (at the Seller's expense) the prosecution of any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection claimed, and shall cause the Company to authorize by appropriate power of attorney such Persons as the Seller shall designate to represent the Company with obtaining respect to such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled theretoclaimed. Either party shall take reasonable steps as may be requested by In the other party to obtain event that any refund or credit of Taxes for which a payment has been made pursuant to which this Section 7.2(a) is subsequently reduced or disallowed, the Seller shall indemnify, defend and hold harmless the Company against and reimburse the Company for any one party is entitled under this subparagraph (d)Tax liability, including interest and penalties, assessed against the Company by reason of the reduction or disallowance.

Refunds and Tax Benefits. Any refunds or credits of Taxes with respect to any Pre-Closing Tax refunds Period that are received by Buyer Parent, the Company (after the Closing, the Surviving Corporation), Merger Sub or any Target, and any amounts credited against Tax to which Buyer or any Target become entitled, that relate to Tax periods or portions thereof ending of their Affiliates on or before after the Closing Date Date, including as a result of the deduction of the Transaction Expenses (any such refund, a “Pre-Closing Tax Refund”), shall be for the account of Sellersthe Holders, and Buyer Parent shall pay over to Sellers the Paying Agent for the benefit of the Holders any such refund or the amount Pre-Closing Tax Refund within 15 Business Days after receipt thereof, net of any Taxes of the Surviving Corporation directly attributable to the receipt of such Pre-Closing Tax Refunds in the year of receipt (as determined on a “with and without” basis). Notwithstanding the foregoing, in no event shall this Section 7.08 require that Parent, the Surviving Corporation, Merger Sub or any of their Affiliates make any payment of any Pre-Closing Tax Refund (and such Pre-Closing Tax Refund shall be for the benefit of Parent) (i) that is the result of the carrying back to a Pre-Closing Tax Period of any net operating loss or other Tax attribute or Tax credit arising in a Post-Closing Tax Period (less Buyer’s except to the extent that such net operating loss, Tax attribute or Tax credit is attributable to Transaction Expenses that are deductible in a Post-Closing Tax Period, as determined on a “with and without” basis), (ii) that results from the payment of Taxes with respect to a Pre-Closing Tax Period made on or after the Closing Date to the extent (X) none of Parent, the Surviving Corporation, Merger Sub or any of their Affiliates was indemnified or otherwise reimbursed for such Taxes or (Y) such Taxes were not taken into account in the calculation of Indebtedness or Working Capital and were not otherwise paid by the Stockholders on or after the Closing Date, or (iii) that gives rise to a payment obligation (other than an obligation to pay Taxes) by Parent, the Surviving Corporation, Merger Sub or any of their Affiliates to any Person under applicable Laws or pursuant to a provision of a contract or other agreement entered (or assumed) prior to the Closing. The Holders shall reimburse Parent, the Surviving Corporation, Merger Sub or any of their Affiliates for any reasonable out-of-pocket third-party expenses incurred in connection obtaining, attempting to obtain, retaining or attempting to retain, any Pre-Closing Tax Refunds for the benefit of the Holders. Parent shall reasonably cooperate with the Holder Representative in obtaining such Pre-Closing Tax Refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (A) in the event that a Tax Return for a Pre-Closing Tax Period reflects a net operating loss or credittax credit that can be carried back to another Pre-Closing Tax Period, Parent and the Company shall do so at the Holders’ direction and (B) within ten (10) days after receipt or entitlement thereto; provided, however, that Buyer such Pre-Closing Tax Refunds shall be entitled claimed in cash rather than as a credit against future Tax liabilities. Notwithstanding anything to any refund or credit taken into account the contrary in computing Capital and Surplus as of the Closing. In additionthis Section 7.08, to the extent that a claim for refund or a proceeding results in a payment or credit against any Pre-Closing Tax Refund is subsequently determined by a taxing authority any Governmental Authority to Buyer or Targets of any be less than the amount accrued as a liability on paid to the Final Settlement StatementHolders pursuant to this Section 7.08, Buyer the Holders shall pay promptly repay such amount to Sellers within ten (10) days after receipt Parent. Notwithstanding the foregoing, but subject to Section 7.03(d), Parent shall not be required to file, or entitlement thereto. None cause to be filed, an amended return or otherwise seek a Tax refund for a Pre-Closing Tax Period of Buyer, Buyer’s Affiliates or Targets shall carry back the Company if Parent reasonably determines that any such action would reasonably be expected to give rise to a material adverse Tax year or period that ends on or before effect to Parent, the Closing Date any item of lossSurviving Corporation, deduction, or credit Merger Sub or any net operating lossof their Affiliates in a Post-Closing Tax Period. Notwithstanding anything to the contrary in this Agreement, net capital loss the Holder Representative shall have no obligation to prepare or other Tax credit or benefit that is attributable to, arises from or relates to file any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Returns.

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or any Target, of Taxes with respect to periods and any amounts credited against Tax Taxes for which Transpro is responsible pursuant to which Buyer or any Target become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall Section 8.1 will be for the account of SellersTranspro and if received by (or credited for the benefit of) the Company, Modine or any Affiliate of Modine, such refunds will be promptly paid to Transpro (together with any interest paid or credited with respect thereto), net of any Tax cost to the Company or Modine of the receipt of such refund. If any adjustments will be made to any income Tax Returns relating to the Company or the Transpro Group for the Pre-Closing Period as a result of or in settlement of any Tax Contest or as the result of the filing of an amended income Tax Return to reflect the consequences of any determination made in connection with any such Tax Contest or as required by an intervening change of law, and Buyer shall if such adjustment results in any Tax Detriment to Transpro or any Affiliate of Transpro (including the Company) with respect to such period and any Tax Benefit to Modine, the Company or any Affiliate of Modine for any Post-Closing Period, Transpro will be entitled to such Tax Benefit, and Modine will pay over to Sellers any such refund or Transpro the amount of such Tax Benefit at such time or times as and to the extent that Modine, the Company or any Affiliate of Modine realizes such credit (less Buyer’s reasonable out-of-pocket expenses incurred Tax Benefit through a refund of income Tax or reduction in connection with obtaining the amount of income Taxes which Modine, the Company or any Affiliate of Modine would otherwise have had to pay if such refund or credit) within ten (10) days after receipt or entitlement theretoadjustment had not been made; provided, however, that Buyer shall no payment by Modine to Transpro will exceed the amount of Tax Detriment suffered by Transpro or the Affiliate, as the case may be. If any adjustments will be made to any income Tax Returns relating to Modine, the Company or any Affiliate of Modine for the Post-Closing Period as a result of or in settlement of any Tax Contest or as the result of the filing of an amended income Tax Return to reflect the consequences of any determination made in connection with any such Tax Contest or as required by an intervening change of law, and if such adjustment results in any Tax Detriment to Modine, the Company or any Affiliate of Modine with respect to such period and any Tax Benefit to Transpro or any Affiliate of Transpro (including the Company) for the Pre-Closing Period, Modine will be entitled to any refund such Tax Benefit, and Transpro will pay to Modine the amount of such Tax Benefit at such time or credit taken into account in computing Capital times as and Surplus as of the Closing. In addition, to the extent that Transpro or any Affiliate of Transpro realizes such Tax Benefit through a claim for refund of income Tax or a proceeding results reduction in a the amount of income Taxes which Transpro or any Affiliate of Transpro would otherwise have had to pay if such adjustment had not been made; provided, however, that no payment by Transpro to Modine will exceed the amount of Tax Detriment suffered by Modine or credit against Tax by a taxing authority the Affiliate, as the case may be. Transpro will not be considered to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to have suffered a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates Detriment to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback that it is required indemnified by Law, Buyer shall Modine for such Tax Detriment pursuant to Section 8.2 of this Agreement. Modine will not be entitled considered to any refund or credit with respect have suffered a Tax Detriment to state and local or non-U.S. Taxes (including any interest relating thereto) the extent that results from the carryback it is indemnified by Transpro for such Tax Detriment pursuant to Section 8.1 of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Agreement.

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer the Buyers, or any Targetthe Sold Companies, and any amounts credited against Tax (including any offsetting adjustments in connection with any audits, examinations or Tax proceedings) to which Buyer the Buyers or any Target the Sold Companies become entitled, that relate to Tax Excluded Assets or Excluded Liabilities or to taxable periods (or portions thereof in the case of a Straddle Period) ending on or before the Closing Date shall be for the account of the Sellers, except to the extent that amounts in respect of the right to such refund are reflected (either as an Asset or in reducing a Liability) in the Final Statement of Net Asset Value, and Buyer the Buyers shall pay over to the Sellers the net amount (after taking into account any costs or expenses of the Buyers or the Sold Companies relating to the receipt thereof) of any such refund or any such credit within 15 days after the receipt or entitlement thereto. The Buyers agree that they shall not, without the Sellers’ consent (such consent not to be unreasonably withheld), cause or permit the Sold Companies to carryback to any taxable period ending on or prior to the Closing Date any net operating loss, loss from operations or other Tax attribute, and further agree that the Sellers have no obligation under this Agreement to return or remit any refund or other Tax benefit attributable to a breach by the Buyers of the foregoing undertaking. Any Tax refunds that are received by the Sellers and any amounts credited against Tax to which the Sellers become entitled, that relate to taxable periods (or portions thereof in the case of a Straddle Period) ending after the Closing Date (except to the extent that amounts in respect of the right to such refund were paid by the Sellers) shall be for the account of the Buyers, and the Sellers shall pay over to the Buyers the net amount (after taking into account any costs or expenses of the Sellers relating to the receipt thereof) of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) any such credit within ten (10) 15 days after receipt or entitlement thereto; provided, however, that Buyer shall be entitled to any refund or credit taken into account in computing Capital and Surplus as of the Closing. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d).

Refunds and Tax Benefits. Any Tax refunds that are received by (i) Subject to (S)9(b)(ii), the Buyer shall promptly pay to the Parent the amount of any refund or credit or offset (including any interest paid or credited or any Targetoffset allowed with respect thereto but reduced by any Taxes that the Buyer, and any amounts credited against Tax to which Buyer the Company or any Target become entitledSubsidiary shall be required to pay with respect thereto) received or used, that relate in the case of a credit or offset, by the Buyer, the Company or any subsidiary of Taxes (A) relating to Tax taxable periods or portions thereof ending on or before the Closing Date (including any Taxes allocated to such period under (S)9(a)(iv) hereof) or (B) attributable to an amount paid by the Parent or the Seller under (S)9(a) hereof, other than any refund of Taxes included as an asset in Closing Working Capital. The 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 Sellersthe 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 (S)9(a)(iv) hereof). The Buyer shall, if the Parent so requests and Buyer shall pay over at the Parent's expense, cause the relevant entity to Sellers any such refund or file for and use its reasonable best efforts to obtain and expedite the amount receipt of any such credit refund to which the Parent is entitled under this (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement theretoS)9(b); provided, however, that the Buyer shall be entitled must consent to any such refund or credit taken into account in computing Capital claim, which consent may not be unreasonably withheld; and Surplus as provided further that neither Parent nor any affiliate of the Closing. In additionParent shall, without the prior written consent of the Buyer, which consent may not be unreasonably withheld, file or cause to be filed any amended Tax Return or claim for Tax refund solely with respect to the Company or any of its Subsidiaries for any period ending on or before the Closing Date, to the extent that any such filing may have a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability material adverse effect on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None Tax liability of the Buyer, Buyer’s Affiliates the Company or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)its Subsidiaries.

Refunds and Tax Benefits. Any Tax refunds that are received by (a) Subject to Section 7.2(b), Buyer shall promptly pay to the Seller the amount of any refund or credit or offset (including any interest paid or credited or any Targetoffset allowed with respect thereto but reduced by any Taxes that Buyer, and any amounts credited against Tax to which Buyer the Company or any Target become entitledsubsidiary shall be required to pay with respect thereto) received or used, that relate in the case of a credit or offset, by the Buyer, the Company or any subsidiary of Taxes (i) relating to Tax taxable periods 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 7.1 hereof. The 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 SellersBuyer 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 Seller so requests and Buyer shall pay over at Seller's expense, cause the relevant entity to Sellers any such refund or file for and use its reasonable best efforts to obtain and expedite the amount receipt of any such credit (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (10) days after receipt or entitlement theretoto which Seller is entitled under this Section 7.2; provided, however, that Buyer shall be entitled must consent to any such refund claim, which consent may not be 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 credit taken into account in computing Capital and Surplus as cause to 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. In additionClosing Date, to the extent that 33 28 any such filing may have a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets of any amount accrued as a liability material adverse effect on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None Tax liability of the Buyer, the Company or its subsidiaries (for this purpose, withholding of consent shall be reasonable if such refund claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before , the Closing Date any item of lossCompany, deduction, or credit the Company's subsidiaries or any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any Tax year or period that ends after the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to any Target, and any such refund or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (dtheir Affiliates).

Refunds and Tax Benefits. Any Income Tax refunds that are received by Buyer Buyers or any Target, Transferred Company or its Subsidiaries and any amounts credited against Income Tax to which Buyer Buyers or any Target Transferred Company or its Subsidiaries become entitled, that relate to Income Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, and Buyer Buyers shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (less Buyer’s reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit) within ten (1015) days after such receipt or entitlement thereto; providedthereto 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) any reasonable expenses that the Buyers, however, the Transferred Companies and their Subsidiaries or any of their Affiliates incur (or has or will incur) with respect to such refund (and related interest). Nothing in this Section 6.4(g) shall require that Buyer shall be entitled the Buyers make any payment with respect to any refund or credit taken into account in computing Capital for a Tax (and Surplus as such refunds shall be for the benefit of the Closing. In addition, Buyers and the Transferred Companies and their Subsidiaries) that is with respect to (A) any refund of Tax that is the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to Buyer or Targets result of any amount accrued as a liability on the Final Settlement Statement, Buyer shall pay such amount to Sellers within ten (10) days after receipt or entitlement thereto. None carrying back of Buyer, Buyer’s Affiliates or Targets shall carry back to a Tax year or period that ends on or before the Closing Date any item of loss, deduction, or credit or any net operating loss, net capital loss or other Tax attribute or Tax credit incurred in any taxable period (or benefit that is attributable to, arises from portion of any Straddle Period) beginning on or relates to any Tax year or period that ends after the day immediately following the Closing Date, except as required by Law. To the extent any carryback is required by Law, Buyer shall be entitled to ; (B) any refund or credit with respect to state and local or non-U.S. Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins Tax paid after the Closing Date to the extent the Sellers have not indemnified the Buyers or the Transferred Companies and their Subsidiaries for such Taxes; (C) any refund for Tax that is attributable 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 Target, and Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any such refund Transferred Company or credit (less Sellers’ reasonable out-of-pocket expenses incurred in connection with obtaining such refund its Subsidiaries on or credit) prior to which Sellers are entitled shall be paid by Sellers to Buyer within thirty (30) days after any Seller becomes entitled thereto. Either party shall take reasonable steps as may be requested by the other party to obtain any refund or credit to which any one party is entitled under this subparagraph (d)Closing Date.