Common use of Refunds and Tax Benefits Clause in Contracts

Refunds and Tax Benefits. (i) Any income tax refunds that are received by Parent, Buyer or the Acquired Companies, and any amounts credited against Taxes to which Buyer or the Acquired Companies become entitled, that relate to Pre-Closing Tax Periods shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax period beginning after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (15) days after the receipt of such cash refund. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Closing Date) is greater than the sum of (a) the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costs.

Refunds and Tax Benefits. (ia) Any income Tax refunds (including the tax refunds listed on Schedule 7.5(a) and also including for the avoidance of doubt any interest component of such refunds) that are received by Parentany Purchaser Party or any of its Affiliates, Buyer any applicable Purchaser Designee or the any Controlled Acquired CompaniesCompany, and any amounts credited against Taxes Tax to which Buyer any Purchaser Party or the any of its Affiliates, any applicable Purchaser Designee or any such Controlled Acquired Companies Company have become entitled, that relate to Pre-taxable periods ending on or before the Closing Tax Periods Date and the portion of any Straddle Period ending on the Closing Date (net of any Taxes resulting from the receipt of such refund or credit) shall be for the account of SellerEME, except to the extent that any indemnity payment under Section 11.5(a) is reduced on account of such refund or credit, and Buyer the Purchaser shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay over to Seller EME an amount equal to any such refund or the an amount of equal to any such credit (net of any Taxes resulting from the receipt of such refund or credit) to which EME is entitled within fifteen (15) days after receipt of or entitlement thereto. The preceding sentence shall not apply to (i) the CBK VAT Credits, (ii) any refunds or credits resulting from the use in a post-Closing period of Tax losses that arose in a Pre-Closing Period and are properly carried forward into a post-Closing period, nor (iii) any refunds or credits resulting from the use in a Pre-Closing Period of Australian Tax losses described in Section 4.13(f) against taxable gain or income resulting from a transaction occurring outside the Ordinary Course of Business. For purposes of clause (iii) of the preceding sentence, any restructuring or reorganization of a relevant Controlled Acquired Company with effect during or after 2004 shall be considered outside the Ordinary Course of Business, but all restructurings or reorganizations arising from Project Partial Termination Events in respect of the Project-Specific Acquired Companies listed opposite the Projects known as "Valley Power" or "Kwinana" shall be deemed to be in the Ordinary Course of Business (but only to the extent that the aggregate income or gains resulting from such refund restructurings or use of such creditreorganizations does not exceed AU$20,000,000). In addition, to To the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority Tax Authority to Parentany Purchaser Party or any of its Affiliates, Buyer any applicable Purchaser Designee or the any Controlled Acquired Companies Company of any amount accrued on by the June Financial Statementsapplicable Acquired Company as of the Closing Date (as evidenced by the customary accounting records for such Acquired Company), Buyer the Purchaser shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay such amount (net of any Taxes resulting from the receipt of such refund or credit) to Seller EME within fifteen (15) days after receipt of or entitlement thereto, except to the extent that an indemnity payment under Section 11.5(a) is reduced on account of such refund or use of such credit. (iib) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact The Purchaser and its Affiliates (including the economic impact applicable Purchaser Designees and the Controlled Acquired Companies) shall be entitled to any (i) refunds or credits on account of which an adverse accounting treatmentindemnity payment under Section 11.5(a) and additional Taxesis reduced, (ii) from the carryback refunds or credits of capital losses Taxes of the Controlled Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax any taxable period or portion thereof beginning after the Closing Date and (iii) refunds or credits for Taxes for which the portion EME Indemnified Parties are entitled to be indemnified pursuant to Section 11.5, in each case net of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (15) days after Taxes resulting from the receipt of such cash refundrefund or credit. (c) The Purchaser shall cause the Controlled Acquired Companies to elect, when permitted by Law, to carry forward any net operating loss or other item arising after the Closing Date that could, in the absence of such an election, be carried back to a taxable period of such Controlled Acquired Companies ending on or before the Closing Date in which such companies were included in a Consolidated Tax Return of EME or its Affiliates. For The Purchaser, on its own behalf and on behalf of its Affiliates (including the avoidance Purchaser Designees), hereby waives (to the extent permitted under Applicable Law) any right to use or apply any net operating loss or other item of doubt, Buyer the Controlled Acquired Companies for any Tax year ending on any date following the Closing Date to any period of such Controlled Acquired Companies ending on or before the Closing Date. If any net operating loss or other item shall be entitled carried back to any such cash refund period (except where such carry-back is required under this Applicable Law or as the result of a final determination of a Tax audit or similar proceeding to which EME consents), Purchaser shall indemnify EME and its Affiliates (other than the Acquired Companies) for all reasonable costs and expenses incurred by EME or any of its Affiliates in filing such claims or in connection with any audit of such claims. (d) No Controlled Acquired Company shall, and EME shall cause the Controlled Acquired Companies not to, use in a Pre-Closing Period any Australian Tax losses described in Section 4.8(g)(ii4.13(f) solely against taxable gain or income resulting from a transaction occurring outside the Ordinary Course of Business (it being understood that any restructuring or reorganization of a relevant Controlled Acquired Company with effect during or after 2004 shall be considered outside the Ordinary Course of Business, but all restructurings or reorganizations arising from Project Partial Termination Events in respect of the Project-Specific Acquired Companies listed opposite the Projects known as "Valley Power" or "Kwinana" shall be deemed to be in the Ordinary Course of Business (but only to the extent that the aggregate income or gains resulting from such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Closing Date) is greater than the sum of (a) the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) restructurings or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund reorganizations does not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(iiexceed AU$20,000,000). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costs.

Refunds and Tax Benefits. (i) Any income tax refunds that are received by Parent, Buyer or the Acquired Companies, and any amounts credited against Taxes to which Buyer or the Acquired Companies become entitled, that relate to Pre-Closing Tax Periods shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax period beginning after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (15) days after the receipt of such cash refund. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Closing Date) is greater than the sum of (a) the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's ’s use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's ’s capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costs.

Refunds and Tax Benefits. (i) Any income tax 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 Parent, Buyer Acquiror or the Acquired Companiesany Company, and any amounts credited against Taxes credit or other offset to Tax in lieu of cash refunds to which Buyer Acquiror or the Acquired Companies become entitledany Company becomes entitled (including any interest paid thereon), in each case, that relate to Pre-Closing Taxes of any Company with respect to any Seller Tax Periods Period (a “Seller Tax Refund”) shall be for the account of SellerSellers and their Affiliates (other than the Companies), and Buyer shall pay over to Seller excluding any such refund or the amount of credit attributable to any such credit within fifteen (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results loss in a payment Tax period (or credit against portion of a Straddle Tax Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax by period (or portion of a taxing authority Straddle Tax Period) ending on or before the Closing Date; provided, that solely with respect to Parentany Seller Tax Refund relating to any Company other than Xxxxxxx US, Buyer or the Acquired Companies of any amount accrued on the June Financial StatementsXxxxxxx Building Products, Buyer shall pay Inc. and Xxxxxxx Industries, such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies Tax Refund shall be for the account of Buyer Sellers and their Affiliates (other than the Companies) only if and to the extent that such refunds are attributable Seller Tax Refund is received by, or utilized on, any Tax Return with respect to a an Acquiror Tax period beginning after Period filed by, Acquiror or any Company on or prior to the Closing Date Seller Tax Indemnity Expiration Date. Within ten (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (1510) days after the receipt of any such cash refundSeller Tax Refund (or, in the case of such a Seller Tax Refund in the form of a credit or other offset to Tax, the 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 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 Taxes actually incurred by any Seller or any of its Affiliates (including as a result of any diminution in foreign tax credits) resulting from such carryback, as computed on a “with and without” basis. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Closing Date) is greater than the sum of (a) the refund that would have resulted had there been no such income or Tax attributable to a given Seller Tax Period may be offset by either a carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth described in this Section 4.8(g)(ii). To the extent the amount 7.2(d) or a carryback of a Tax loss or other Tax attribute of any refund Seller or any of its Affiliates arising in the same Acquiror Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of Period or any preceding Acquiror Tax Period, Sellers may in their sole discretion determine the order in which such costs), Seller shall provide Buyer with a description of such associated costscarrybacks may be applied.

Refunds and Tax Benefits. (i) Any income tax 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 offset allowed with respect thereto but reduced by any Taxes that the Buyer, the Company or any Subsidiary shall be required to pay with respect thereto) received or used, in the case of a credit or offset, by the Buyer, the Company or any subsidiary of Taxes (A) relating to 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 that are or credits or offsets (including any interest paid or credited with respect thereto) received by ParentBuyer, Buyer the Company or the Acquired Companies, and any amounts credited against Taxes to which Buyer or the Acquired Companies become entitled, that relate to Pre-Closing Tax Periods Subsidiary shall be for the account of Sellerthe 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 at the Parent'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 Parent is entitled under this (S)9(b); provided, however, that the Buyer shall pay over must consent to Seller any such refund claim, which consent may not be unreasonably withheld; and provided further that neither Parent nor any affiliate of the Parent 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 amount Company or any of its Subsidiaries for any such credit within fifteen (15) days after receipt of such refund period ending on or use of such credit. In additionbefore 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 income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued material adverse effect on the June Financial StatementsTax liability of the Buyer, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund the Company or use of such creditits Subsidiaries. (ii) Notwithstanding The Buyer shall, and the foregoing, any cash refunds less any associated costs (including, but not limited Buyer shall cause the Company to, administrative costs, an adverse economic impact make any and all elections under (including the economic impact of an adverse accounting treatmentS)172(b)(3) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for Code and under any comparable provision of any state, local and foreign Tax law in any state, locality, or foreign jurisdiction within which the account Company or any of Buyer its Subsidiaries file a combined, unitary or similar return with the Parent or any of its Affiliates (other than a return including only the Company and its Subsidiaries) to relinquish the entire carryback period with respect to any net operating loss attributable to the extent that such refunds are attributable to a Tax 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 portion Closing Date. Neither the Parent nor any Affiliate thereof shall be required to pay to the 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 Straddle Period that begins 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). Seller shall pay such cash received by Seller to Buyer within fifteen , except that (15i) days after the receipt Company or any of such cash refund. For its Subsidiaries that have not filed combined, unitary or similar returns with the avoidance Parent or any of doubt, Buyer its Affiliates (other than the Company or any of its Subsidiaries) shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies 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) is greater than the sum of (a) the refund that would have resulted had there been no , but only if such carryback would not impose a material Tax cost or otherwise materially adversely affect the Parent or any of its Affiliates and (bii) if, notwithstanding any costs incurred by Seller as a result of such carryback. In the event Seller's use election pursuant to this (S)9(b)(ii), any credit, deduction or loss of the carryback of such losses is disallowed Buyer, the Company or any Subsidiary arising in any period ending after the payment Closing Date is required to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer be carried back and included in any Tax Return of the portion Parent, or any affiliate of the tax refund not allowed to Seller Parent (including the Company or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller any Subsidiary), for any period ending on or before the amount allocable to Buyer within 15 days of such notice. To Closing Date, then the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller Parent shall pay to the Buyer an amount equal to the economic benefit actual Tax savings produced by such credit, deduction or loss; provided, however, that any credit, deduction or loss of the Parent shall be used before any credit, deduction or loss of the Buyer, the Company or any Subsidiary; and provided further that the Parent 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 material Tax benefit (less cost or otherwise materially adversely affect Parent or any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(iiits affiliates). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costs.

Refunds and Tax Benefits. (i) Any income tax Tax refunds that are received by Parentthe Buyers, Buyer or the Acquired Sold Companies, and any amounts credited against Taxes Tax (including any offsetting adjustments in connection with any audits, examinations or Tax proceedings) to which Buyer the Buyers or the Acquired Sold Companies become entitled, that relate to Pre-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 Tax Periods Date shall be for the account of Sellerthe 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 Seller 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 the amount of any such credit within fifteen (15) 15 days after the receipt of 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 use other Tax benefit attributable to a breach by the Buyers of such creditthe foregoing undertaking. In additionAny 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 a claim for refund or a proceeding results amounts in a payment or credit against income Tax by a taxing authority respect of the right to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (iiwere paid by the Sellers) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer the Buyers, and the Sellers shall pay over to the extent that such refunds are attributable to a Tax period beginning Buyers the net amount (after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (15) days after the receipt of such cash refund. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks any costs or expenses of the Acquired Companies after Sellers relating to the Closing Datereceipt thereof) is greater than the sum of (a) the any such refund that would have resulted had there been no or any such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer credit within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund after receipt or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costsentitlement thereto.

Refunds and Tax Benefits. (ia) Any income tax To the extent not taken into account in the calculation of Net Working Capital, any Tax refunds that are received by ParentBuyer, Buyer or or, after the Acquired Closing, the Sold Companies, and any amounts credited against Taxes Tax to which Buyer or the Acquired Sold Companies become entitled, that relate to Pre-Closing a Tax Periods for which Seller is responsible pursuant to Section 5.6(a) shall be for the account of Seller, Seller and Buyer shall promptly pay over to Seller any such refund (to one or more accounts designated by Seller) the amount of any such refund or any such credit within fifteen five (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax period beginning after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (155) days after the receipt or entitlement thereto, net of (i) any Taxes of Buyer and its Affiliates (including the Sold Companies) attributable to such cash Tax refund and (ii) any reasonable costs and expenses incurred by Buyer and its Affiliates (including the Sold Companies) in obtaining such Tax refund. For Buyer agrees that it shall not, without Seller’s prior written consent, cause or permit the avoidance Sold Companies to carry back 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 agrees that Seller shall have no obligation under this Agreement to return or remit any refund or other Tax benefit attributable to a breach by Buyer of doubtthe foregoing undertaking. (b) At the request of Seller, Buyer shall file or cause to be entitled filed at Seller’s sole expense, an amended Tax Return or claim for Tax refund with respect to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks Taxes of the Acquired Sold Companies after the for any Pre-Closing Date) is greater than the sum of (a) the Tax Period or for any Straddle Period; provided that Buyer shall have no obligation to file any amended Tax Return or claim for Tax refund that would have resulted had there been no such carryback and would, as reasonably determined in good faith by Buyer, increase the Tax liability of any Sold Company with respect to any taxable period (bor portion thereof) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment would be responsible pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs5.6(b), Seller shall provide Buyer with a description of such associated costsexcept as required by applicable Law.

Refunds and Tax Benefits. (ia) Any income tax To the extent not taken into account in the calculation of Net Working Capital, any Tax refunds that are received by ParentBuyer, Buyer or or, after the Acquired Closing, the Sold Companies, and any amounts credited against Taxes Tax to which Buyer or the Acquired Sold Companies become entitled, that relate to Pre-Closing a Tax Periods for which Seller is responsible pursuant to Section 5.6(a) shall be for the account of Seller, Seller and Buyer shall promptly pay over to Seller any such refund (to one or more accounts designated by Seller) the amount of any such refund or any such credit within fifteen five (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax period beginning after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (155) days after the receipt or entitlement thereto, net of (i) any Taxes of Buyer and its Affiliates (including the Sold Companies) attributable to such cash Tax refund and (ii) any reasonable costs and expenses incurred by Buyer and its Affiliates (including the Sold Companies) in obtaining such Tax refund. For Buyer agrees that it shall not, without Seller's prior written consent, cause or permit the avoidance Sold Companies to carry back 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 agrees that Seller shall have no obligation under this Agreement to return or remit any refund or other Tax benefit attributable to a breach by Buyer of doubtthe foregoing undertaking. (b) At the request of Seller, Buyer shall file or cause to be entitled filed at Seller's sole expense, an amended Tax Return or claim for Tax refund with respect to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks Taxes of the Acquired Sold Companies after the for any Pre-Closing Date) is greater than the sum of (a) the Tax Period or for any Straddle Period; provided that Buyer shall have no obligation to file any amended Tax Return or claim for Tax refund that would have resulted had there been no such carryback and would, as reasonably determined in good faith by Buyer, increase the Tax liability of any Sold Company with respect to any taxable period (bor portion thereof) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment would be responsible pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs5.6(b), Seller shall provide Buyer with a description of such associated costsexcept as required by applicable Law.

Refunds and Tax Benefits. (a) The Purchaser shall ------------------------ promptly pay to the BOC Group an amount equal to any refund (such refund having been either actually refunded or credited to or offset against a current tax liability) (including any interest paid or credited with respect thereto) received by the Purchaser (but only with respect to a Subsidiary) or any Subsidiary of Taxes (i) Any income tax refunds relating to taxable periods or portions thereof ending on or before the Closing Date or (ii) attributable to Taxes that are received gave rise to a payment by Parentthe BOC Group under Section 7.03. The Purchaser shall, Buyer or if the Acquired CompaniesBOC Group so requests and at the BOC Group's expense, cause the relevant entity to file for and obtain any amounts credited against Taxes refund which would give rise to which Buyer or a payment under this Section 7.04. The Purchaser shall permit the Acquired Companies become entitled, that relate BOC Group to Pre-Closing Tax Periods shall be for control (at the account BOC Group's expense) the prosecution of Seller, and Buyer shall pay over to Seller any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as the BOC Group shall designate to represent such entity with respect to such refund claim; provided, that no such refund claim or the amount settlement or other disposition thereof will increase a tax liability of the Purchaser or any such credit within fifteen (15) days Subsidiary in any taxable period ending after receipt of such the Closing Date. Neither the Purchaser nor any Subsidiary shall be required to pay to the BOC Group or any Affiliate thereof any refund or use credit of such credit. In addition, to the extent Taxes that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback to any taxable period ending on or before the Closing Date of any net operating loss, capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax loss or tax credit incurred by any Subsidiary in any taxable period beginning after the Closing Date (and in the event such refund or credit is received by the BOC Group then the BOC Group shall pay such refund or the benefits of such credit to the Purchaser); provided that in determining whether any such carryback results in a refund or credit, such carryback shall be taken into account only after giving effect to all other items of benefit. (b) Any amount otherwise payable by the BOC Group under Section 7.03 shall be reduced by any post-Closing Date Tax benefit actually realized (determined after giving effect to all other items of benefit) that the Purchaser, any Subsidiary or any Affiliate of the Purchaser or any Subsidiary with which any Subsidiary files a consolidated, combined or unitary Tax return for a period or portion thereof beginning after the Closing Date (all such companies referred to collectively as the "PURCHASER GROUP") would not have become entitled to but for the Tax or circumstances that gave rise to the BOC Group's payment pursuant to Section 7.03 (a "POST-CLOSING DATE TAX BENEFIT") (such as a reduction in Taxes for any member of the Purchaser Group for a period after the Closing Date resulting from a Tax deduction for any Straddle Period that begins member of the Purchaser Group for a period after the Closing Date). Seller If a payment is made by the BOC Group in accordance with Section 7.03, and if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized by any member of the Purchaser Group (that was not previously taken into account pursuant to the preceding sentence to reduce an amount otherwise payable by the BOC Group under Section 7.03), the Purchaser shall cause such member of the Purchaser Group to pay such cash received by Seller to Buyer within fifteen (15) days after the receipt BOC Group at the time of such cash refund. For realization of the avoidance amount of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely Post-Closing Date Tax Benefit to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Post-Closing Date) is greater than the sum of (a) the refund that Date Tax Benefit would have resulted in a reduction in the amount paid by the BOC Group under Section 7.03 if the Post-Closing Date Tax Benefit had there been no such carryback and (b) any costs incurred by Seller as a result obtained prior to or in the year of such carrybackpayment. In A Post-Closing Date Tax Benefit will be considered to be realized for purposes of this Section 7.04 at the event Seller's use time that it actually reduces Taxes payable on a Tax return of any member of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or Purchaser Group. Any Tax benefit that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies taken into account in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent determining the amount of any refund or a Post-Closing Date Tax benefit Benefit that is reduced by associated costs subsequently disallowed shall be treated as a Tax that is subject to indemnification pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costs7.03.

Refunds and Tax Benefits. (i) Any income tax refunds or credits of Taxes with respect to any Pre-Closing Tax Period that are received by Parent, Buyer the Company (after the Closing, the Surviving Corporation), Merger Sub or any of their Affiliates on or after the Acquired CompaniesClosing Date, and including as a result of the deduction of the Transaction Expenses (any amounts credited against Taxes to which Buyer or the Acquired Companies become entitledsuch refund, that relate to a “Pre-Closing Tax Periods Refund”), shall be for the account of Sellerthe Holders, and Buyer Parent shall pay over to Seller 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 such credit within fifteen (15) days after Taxes of the Surviving Corporation directly attributable to the receipt of such refund or use Pre-Closing Tax Refunds in the year of such creditreceipt (as determined on a “with and without” basis). In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, in no event shall this Section 7.08 require that Parent, the Surviving Corporation, Merger Sub or any cash refunds less of their Affiliates make any associated costs payment of any Pre-Closing Tax Refund (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies such Pre-Closing Tax Refund shall be for the account benefit of Buyer 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 (except to the extent that such refunds are net operating loss, Tax attribute or Tax credit is attributable to Transaction Expenses that are deductible in a Post-Closing Tax period beginning 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 portion calculation of any Straddle Period that begins 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. Seller The Holders shall pay reimburse Parent, the Surviving Corporation, Merger Sub or any of their Affiliates for any reasonable out-of-pocket third-party expenses incurred in 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 cash received by Seller 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 tax credit that can be carried back to Buyer within fifteen another Pre-Closing Tax Period, Parent and the Company shall do so at the Holders’ direction and (15B) days after the receipt of such cash refund. For the avoidance of doubt, Buyer Pre-Closing Tax Refunds shall be entitled claimed in cash rather than as a credit against future Tax liabilities. Notwithstanding anything to such cash refund under the contrary in this Section 4.8(g)(ii) solely 7.08, to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the any Pre-Closing Date) Tax Refund is greater subsequently determined by any Governmental Authority to be less than the sum of (a) the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant paid to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs Holders pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of 7.08, the Holders shall promptly repay such costsamount to Parent. Notwithstanding the foregoing, but subject to Section 7.03(d), Seller Parent shall provide Buyer with not be required to file, or cause to be filed, an amended return or otherwise seek a description Tax refund for a Pre-Closing Tax Period of the Company if Parent reasonably determines that any such associated costsaction would reasonably be expected to give rise to a material adverse Tax effect to Parent, the Surviving Corporation, Merger Sub or any of their Affiliates in a Post-Closing Tax Period. Notwithstanding anything to the contrary in this Agreement, the Holder Representative shall have no obligation to prepare or file any Tax Returns.

Refunds and Tax Benefits. (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 offset allowed with respect thereto but reduced by any Taxes that the Purchaser, the Company or any Subsidiary shall be required to pay with respect thereto) received or used, in the case of a credit or offset, by the Purchaser, the Company or any Subsidiary of Taxes (i) Any income tax relating to 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 that 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 Parentthe Purchaser, Buyer the Company or the Acquired Companies, and any amounts credited against Taxes to which Buyer or the Acquired Companies become entitled, that relate to Pre-Closing Tax Periods Subsidiary shall be for the account of the Purchaser if (i) the refund, credit or offset is of Taxes (A) relating to taxable periods or portions thereof that begin on or after the Closing Date (including any Taxes allocated to such period under Section 7.01(d) hereof) or (B) relating to taxable periods or portions thereof ending on or before the Closing Date provided such refund, credit or offset relates to Taxes for which Seller would not be liable under Section 7.01(a) hereof, or (ii) the refund, credit or offset relates to an adjustment to a taxable period that begins before the Closing Date that arises from an adjustment to a taxable period beginning on or after the Closing Date, but 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. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and Buyer shall pay over 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, 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 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 of their Affiliates). If an adjustment is made with respect to a taxable 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 including or ending after the Closing Date (a "Post-Closing Tax Detriment") and decreases the Tax liability of the Seller Group, Seller shall pay to Purchaser the amount of any such credit within fifteen (15) days after receipt Tax decrease at the time such Post-Closing Tax Detriment is realized by the Purchaser. A Post-Closing Tax Detriment will be considered to be realized for purposes of such refund or use this Section 7.02 at the time that it increases the aggregate Tax liability of such credit. In additionthe Purchaser Group, provided, however, a Post-Closing Tax Detriment will be considered realized only to the extent that it increases the aggregate Tax liability of the Purchaser Group. If an adjustment is made with respect to a claim for refund or a proceeding results taxable period ending after the Closing Date in a payment or credit against income Tax by a taxing authority to Parent, Buyer respect of Taxes of the Company or the Acquired Companies Subsidiaries that increases the Tax liability of the Seller Group for any taxable period ending on or before the Closing Date and decreases the tax liability of the Purchaser Group, Purchaser shall pay to Seller the amount of any amount accrued on such Tax decrease (a "Pre-Closing Tax Detriment") at the June Financial Statementstime such Pre-Closing Tax Detriment is realized by the Seller. A Pre-Closing Tax Detriment will be considered to be realized for purposes of this Section 7.02 at the time that it increases the aggregate Tax liability of the Seller Group, Buyer shall pay such amount provided, however, a Pre-Closing Tax Detriment will be considered realized only to the extent it increases the aggregate Tax liability of the Seller within fifteen (15) days after receipt of such refund or use of such creditGroup. (iib) Notwithstanding The Seller has applied to the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact IRS for a refund of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses certain FICA taxes paid with respect to employees of the Acquired Companies shall be Company for the account years January 1, 1993 through December 31, 1996. The Seller has provided copies of Buyer such application to the Purchaser. The Seller and the Purchaser agree that the Seller shall pay the full amount of any refund received in respect of employees' withholdings and payments to the employees of the Company entitled to receive the same, and that the Seller shall (i) retain all refunds received in respect of the respective employers' withholdings and payments (but only to the extent that not taken into account in determining the Cash Dividend Amount adjustment under Section 2.04(c) hereof) and (ii) be liable for any reductions in, or net deficiencies associated with, such refunds are refunds. The refund claim will not be reflected as an asset on the Closing Balance Sheet. (c) The Purchaser and the Company shall make any and all elections under any state, local and foreign tax provisions comparable to section 172(b)(3) of the Code in any state, locality, or foreign jurisdiction within which the Company or any of the Subsidiaries file a combined, unitary or similar return with the Seller or any of its Affiliates (other than the Company or any of the Subsidiaries) to relinquish the entire carryback period with respect to any net operating loss attributable to a Tax the Company or any of the 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 portion Closing Date. Neither the Seller nor any Affiliate thereof shall be required to pay to the Purchaser, 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 Straddle Period that begins 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 the Company or any of its Subsidiaries that have not filed combined, unitary or similar returns with the Seller shall pay such cash received by Seller to Buyer within fifteen or any of its Affiliates (15other than the Company or any of its Subsidiaries) days after the receipt of such cash refund. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies carryback 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) is greater than the sum of (a) the refund that would have resulted had there been no , but only if such carryback and (b) any costs incurred by Seller as would not impose a result of such carryback. In material Tax cost or otherwise materially adversely affect the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days any of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costsits Affiliates.

Refunds and Tax Benefits. (i) Any income tax refunds that are Except as provided in (ii) below, any refund or credit of Taxes (including any interest paid or credited with respect thereto) received by ParentPurchaser, Buyer the Company or any Subsidiary in respect of the Acquired Companies, and any amounts credited against Taxes to which Buyer or the Acquired Companies become entitled, that relate to Pre-Closing Period Tax Periods Returns that are the responsibility of the Sellers pursuant to Section 9.02 shall be for the account benefit of SellerSellers; provided, and Buyer however, that the amount of such refund shall be reduced to the extent that such refund causes the Company or any Subsidiary to pay over or owe additional Taxes as a result of recognizing additional income in the Tax year such refund is received for which the Company or any Subsidiary is not entitled to Seller a corresponding deduction or credit in such Tax year or a payment from Sellers under this Section 9.02 in connection with the additional income recognized. Purchaser shall cause any such refund or credit to be paid to Sellers within ten (10) Business Days after Purchaser or the amount of any Company or its Subsidiaries receives such credit within fifteen (15) days after receipt Tax refund or actually realizes the benefit of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding Purchaser or the foregoingCompany or its Subsidiaries may, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to permitted by the applicable tax law and regulations, carry back at their own expense a loss or credit ("Purchaser's Tax Attribute") of the ------------------------- Company or its Subsidiaries arising in any period beginning ending after the Closing Date (a "Carryback Period") that is available to the Company or the portion of any Straddle Period that begins after its ---------------- Subsidiaries, if any, as a carryback to periods ending on or before the Closing Date). Seller shall pay such cash Any refund or credit received by Seller to Buyer within fifteen (15) days after the receipt of such cash refund. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Closing Date) is greater than the sum of (a) the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies Purchaser in respect of which Buyer has not received payment such application for a carryback (including any statutory interest paid or credited with respect thereto) attributable to the filing of such carryback to a Carryback Period that includes a taxable period that is the responsibility of the Sellers pursuant to Section 9.02 shall be for the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costsPurchaser.

Refunds and Tax Benefits. (ia) Any income tax refunds Tax refund that are is received by ParentBuyer, Buyer or or, after the Acquired Closing, the Sold Companies, from a Government Authority and any amounts credited against Taxes Tax to which Buyer or the Acquired Sold Companies become entitled, that (i) relate to Pre-Closing a Tax Periods for which Seller is responsible pursuant to Section 5.6(a), and (ii) in the case of a credit, results in a Tax Benefit to Buyer or the Sold Companies for the Tax period during which such credit is first available, shall be for the account of Seller, Seller and Buyer shall promptly pay over to Seller any such refund (to one or more accounts designated by Seller) the amount of any such refund or any such credit within fifteen five (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit. (ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax period beginning after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (155) days after the receipt or entitlement thereto. If such refund is required to be returned to, or such credit is withdrawn by, a Governmental Authority, Seller shall remit to Buyer such amount within five (5) days of the date Buyer returns such cash refundrefund amount to, or makes payment in regard to a withdrawn credit by, the Governmental Authority. For Buyer agrees that, other than as required by Law, it shall not, without Seller’s prior written consent, cause or permit the avoidance Sold Companies to carry back 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 agrees that in such cases, Seller shall have no obligation under this Agreement to return or remit any refund or other Tax benefit attributable to a breach by Buyer of doubtthe foregoing undertaking. (b) At the request of Seller, Buyer shall file or cause to be entitled filed an amended Tax Return or claim for Tax refund with respect to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks Taxes of the Acquired Sold Companies after for any taxable period ending on or before the Closing Date) is greater than , and except in the sum case of (a) a detriment to Buyer, or for any portion of a Straddle Period ending on the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carrybackClosing Date. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify pay the reasonable out-of-pocket expenses of Buyer of the portion of the tax refund not allowed with respect to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment request pursuant to the immediately preceding sentences, Seller shall pay to Buyer an amount equal to the economic benefit of such Tax benefit (less any associated costs) within 15 days of utilizing such Tax benefit, subject to reimbursement as set forth in this Section 4.8(g)(ii). To the extent the amount of any refund or Tax benefit is reduced by associated costs pursuant to this Section 4.8(g)(ii) (including a later request for reimbursement of such costs), Seller shall provide Buyer with a description of such associated costsprevious sentence.