Common use of Refunds and Tax Benefits Clause in Contracts

Refunds and Tax Benefits. (a) The Buyer agrees that it shall not cause or permit any of the Sold Companies or the Subsidiaries to carry back to any Straddle Period or Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers shall timely pay to the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller with respect to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return or remit any such refund or other Tax benefit attributable to a breach by the Buyer of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim for a Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss that is carried back to a Pre-Closing Tax Period pursuant to SECTION 5.6(a) to reduce their Taxes for such taxable period and (ii) the Sellers shall in no event be obligated to reimburse or otherwise indemnify the Buyer for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of a Post-Closing Loss. (c) Sellers shall be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed to be taken) by Buyer or any of its Affiliates with respect to a Post-Closing Tax Period, or (B) any claim, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers pay to Buyer the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, to the extent permitted by Law, in respect of any Pre-Closing Tax Period or Straddle Period, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing to the Seller's UK Affiliate and not to the Sold Company or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described above.

Refunds and Tax Benefits. (ai) The Buyer agrees that it shall not cause Any refunds of Taxes with respect to periods and Taxes for which Transpro is responsible pursuant to Section 8.1 will be for the account of Transpro and if received by (or permit 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 Sold Companies receipt of such refund. (ii) If any adjustments will be made to any income Tax Returns relating to the Company or the Subsidiaries to carry back to any Straddle Period or Transpro Group for the Pre-Closing Period as a result of or in settlement of any Tax Period any net operating loss, loss from operations Contest or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in as the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any result of the Sold Companies filing of an amended income Tax Return to reflect the consequences of any determination made in connection with any such Tax Contest or Subsidiaries as required by an intervening change of law, and if such adjustment results in any Tax Detriment to carry back such Post-Closing Loss. The Sellers shall timely pay to Transpro or any Affiliate of Transpro (including the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller Company) with respect to a Post-Closing Losssuch period and any Tax Benefit to Modine, provided that the Seller will have no obligation under this Agreement to return Company or remit any such refund or other Tax benefit attributable to a breach by the Buyer Affiliate of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim Modine for a Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss Period, Transpro will be entitled to such Tax Benefit, and Modine will pay to Transpro the amount of such Tax Benefit at such time or times as and to the extent that is carried back Modine, the Company or any Affiliate of Modine realizes such Tax Benefit through a refund of income Tax or reduction in the amount of income Taxes which Modine, the Company or any Affiliate of Modine would otherwise have had to a Pre-Closing pay if such adjustment had not been made; provided, however, that no payment by Modine to Transpro will exceed the amount of Tax Period pursuant Detriment suffered by Transpro or the Affiliate, as the case may be. (iii) If any adjustments will be made to SECTION 5.6(a) any income Tax Returns relating to reduce their Taxes Modine, the Company or any Affiliate of Modine for such taxable period and (ii) the Sellers shall in no event be obligated to reimburse or otherwise indemnify the Buyer for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of a Post-Closing Loss. (c) Sellers shall be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed in settlement of any Tax Contest or as the result of the filing of an amended income Tax Return to be taken) reflect the consequences of any determination made in connection with any such Tax Contest or as required by Buyer an intervening change of law, and if such adjustment results in any Tax Detriment to Modine, the Company or any Affiliate of its Affiliates Modine with respect to a Postsuch period and any Tax Benefit to Transpro or any Affiliate of Transpro (including the Company) for the Pre-Closing Tax Period, or (B) any claimModine will be entitled to such Tax Benefit, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers and Transpro will pay to Buyer Modine the amount due pursuant to this SECTION 5.6(c) calculated on the date of such paymentTax Benefit at such time or times as and to the extent that Transpro or any Affiliate of Transpro realizes such Tax Benefit through a refund of income Tax or reduction in 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 the Affiliate, as the case may be. (div) Buyer Transpro will ensure that, not be considered to have suffered a Tax Detriment to the extent permitted that it is indemnified by Law, in respect Modine for such Tax Detriment pursuant to Section 8.2 of any Pre-Closing this Agreement. Modine will not be considered to have suffered a Tax Period or Straddle Period, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing Detriment to the Seller's UK Affiliate and not extent that it is indemnified by Transpro for such Tax Detriment pursuant to the Sold Company or Subsidiary. For the avoidance Section 8.1 of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described abovethis Agreement.

Refunds and Tax Benefits. (a) The Buyer agrees that it shall not promptly pay or cause or permit any of the Sold Companies or the Subsidiaries Company to carry back to any Straddle Period or Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers shall timely pay to the Buyer Seller any refund, credit, offset refund or other Tax benefit actually realized by the Seller credit (including any interest paid or credited with respect thereto) received by Buyer or Company of Taxes (i) relating to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return or remit any such refund or other Tax benefit attributable to a breach by the Buyer of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim for a Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period periods ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss that is carried back to a Pre-Closing Tax Period pursuant to SECTION 5.6(a) to reduce their Taxes for such taxable period and or (ii) attributable to an amount paid by Seller under Section 11.1, but, in each case, only to the Sellers extent that the right to such refund or credit was not included as an asset of Company on the Final Statement. Buyer shall, if Seller so requests and at Seller’s expense, file for or cause Company to file for and obtain any refund to which Seller (or Seller, indirectly through Company) is entitled under this Section 11.2. Buyer shall permit or cause Company to permit Seller to control (at Seller’s expense) the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such Persons as Seller shall designate to represent such entity with respect to such refund claim. (b) If Seller pays an amount pursuant to Section 11.1, and the underlying adjustment resulting in no event be obligated the obligation of Seller results in a Tax benefit to reimburse Buyer, any subsidiary or otherwise indemnify any Affiliate of Buyer or Company or any entity with which Company files a consolidated, combined or unitary Tax Return for a period or portion thereof beginning after the Closing Date and ending on or before the date of the Tax payment giving rise to the indemnity obligation, then, upon Seller’s request and at Seller’s expense and provided that the period of limitations for obtaining a refund of such Taxes has not expired, Buyer shall file or cause Company to file a claim for refund and diligently pursue the same. Buyer shall permit or cause Company to permit Seller to control (at Seller’s expense) the prosecution of any Losses (includingsuch refund claim, without limitationand shall cause the relevant entity to authorize by appropriate power of attorney such Persons as Seller shall designate to represent such entity with respect to such refund claim. Buyer shall pay or cause Company to pay to Seller, Losses for Taxes) resulting from upon receipt of any such refund, the disallowance amount of a Post-Closing Losssuch refund attributable to the Tax benefit, including allocable interest to the extent actually received. (c) Sellers shall The Company will be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed deduction with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed to be taken) by Buyer or any of its Affiliates with respect to a Post-Closing Tax Period, or (B) any claim, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers pay to Buyer the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, to the extent permitted by Law, in respect of any Pre-Closing Tax Period or Straddle Period, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, Replacement Awards and the Buyer shall procure that Success Awards for the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing to periods following the Seller's UK Affiliate and not to the Sold Company or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described aboveClosing Date.

Refunds and Tax Benefits. (a) The Buyer agrees that it Seller shall not cause or permit any of the Sold Companies or the Subsidiaries to carry back be entitled to any Straddle Period refund or Pre-Closing Tax Period credit (including any net operating lossinterest paid or credited with respect thereto), loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in and the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers Purchaser shall timely promptly pay to the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller with respect to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return or remit any such refund or other Tax benefit 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 a breach 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 Buyer 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 foregoing undertaking. (b) The Buyer shall give Company arising in any of the Sellers at least ten (10) days notice periods ending on or before it files a claim the Closing Date on any Tax Return for a any Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period ending on or before the Closing Date pursuant and shall have no obligation of any nature to SECTION 5.6(a). Notwithstanding anything indemnify the Purchaser with respect to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss that is carried back to a utilization of such Pre-Closing Tax Period 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 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 the Seller shall designate to represent the Company with respect to such refund claimed. In the event that any refund or credit of Taxes for which a payment has been made pursuant to SECTION 5.6(athis Section 7.02 (a) to reduce their Taxes for such taxable period is subsequently reduced or disallowed, the Seller shall indemnify, defend and (ii) hold harmless the Sellers shall in no event be obligated to Company against and reimburse or otherwise indemnify the Buyer Company for any Losses (includingTax liability, without limitationincluding interest and penalties, Losses for Taxes) resulting from assessed against the disallowance Company by reason of a Post-Closing Lossthe reduction or disallowance. (cb) Sellers shall be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (orIf, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (Ax) actions taken (any payment by the Seller, the Company or failed their Affiliates on or prior to be taken) by Buyer or the Closing Date of any of its Affiliates amounts with respect to which the timing of any available deduction would be determined under Section 404 of the Code, or (y) any adjustment, pursuant to an audit or examination by a Tax authority or any resolution thereof by settlement, judicial determination or otherwise, to the taxable income or loss reported by any of the Seller, the Company or their Affiliates on the Tax Returns for any period or portion thereof ending on or prior to the Closing, the Purchaser or the Company becomes entitled to any deductions or tax credits in any Tax period or portion thereof ending after the Closing Date (a "Post-Closing Date Tax PeriodBenefit"), or (B) any claim, suit, action, audit, litigation or proceeding relating then the Purchaser shall pay the Seller an amount equal to Taxes in respect of a the Tax savings resulting from such Post-Closing Date Tax Period, or (ii) that accrue after Sellers pay to Buyer the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, Benefit to the extent permitted by Law, in respect the Seller is not able to otherwise reduce an amount payable to Purchaser pursuant to Section 7.01(a). The provisions of this Section 7.03(b) shall not be deemed to apply to any Pre-Closing Tax Period tax benefit the Purchaser or Straddle Period, that any Sold the Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If obtains as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing to the Seller's UK Affiliate and not to the Sold Company or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described above.Section 338(h)(10)

Refunds and Tax Benefits. (a) The Buyer agrees that it shall not cause or permit any Any refunds of the Sold Companies or the Subsidiaries to carry back to any Straddle Period or Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers shall timely pay to the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller Taxes with respect to a Post-Closing Lossperiods and Taxes for which Modine is responsible pursuant to Section 2.1 will be for the account of Modine and if received by (or credited for the benefit of) Aftermarket, provided that the Seller Transpro or any Affiliate of Transpro, such refunds will have no obligation under this Agreement be promptly paid to return Modine (together with any interest paid or remit credited with respect thereto), net of any such refund Tax cost to Aftermarket or other Tax benefit attributable to a breach by the Buyer Transpro of the foregoing undertakingreceipt of such refund. (b) The Buyer shall give If any adjustments will be made to any income Tax Returns relating to Aftermarket or the Sellers at least ten Modine 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 if such adjustment results in any Tax Detriment to Modine or any Affiliate of Modine (10including Aftermarket) days notice before it files a claim for a Tax refund with respect to a Post-Closing Loss that it is permitted such period and any Tax Benefit to carry back to a taxable period ending on Transpro, Aftermarket or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Affiliate of Transpro for any Post-Closing Loss Period, Modine will be entitled to such Tax Benefit, and Transpro will pay to Modine the amount of such Tax Benefit at such time or times as and to the extent that is carried back Transpro, Aftermarket or any Affiliate of Transpro realizes such Tax Benefit through a refund of income Tax or reduction in the amount of income Taxes which Transpro, Aftermarket or any Affiliate of Transpro would otherwise have had to a Pre-Closing pay if such adjustment had not been made; provided, however, that no payment by Transpro to Modine will exceed the amount of Tax Period pursuant to SECTION 5.6(a) to reduce their Taxes for such taxable period and (ii) Detriment suffered by Modine or the Sellers shall in no event be obligated to reimburse or otherwise indemnify Affiliate, as the Buyer for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of a Post-Closing Losscase may be. (c) Sellers shall If any adjustments will be entitled made to all refunds any income Tax Returns relating to Transpro, Aftermarket or any Affiliate of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of Transpro for the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a PrePost-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed in settlement of any Tax Contest or as the result of the filing of an amended income Tax Return to be taken) reflect the consequences of any determination made in connection with any such Tax Contest or as required by Buyer an intervening change of law, and if such adjustment results in any Tax Detriment to Transpro, Aftermarket or any Affiliate of its Affiliates Transpro with respect to a Postsuch period and any Tax Benefit to Modine or any Affiliate of Modine (including Aftermarket) for the Pre-Closing Tax Period, or (B) any claimTranspro will be entitled to such Tax Benefit, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers and Modine will pay to Buyer Transpro the amount due pursuant to this SECTION 5.6(c) calculated on the date of such paymentTax Benefit at such time or times as and to the extent that Modine or any Affiliate of Modine realizes such Tax Benefit through a refund of income Tax or reduction in the amount of income Taxes which Modine or any Affiliate of Modine would otherwise have had to pay if such adjustment had not been made; provided, however, that no payment by Modine to Transpro will exceed the amount of Tax Detriment suffered by Transpro or the Affiliate, as the case may be. (d) Buyer Modine will ensure that, not be considered to have suffered a Tax Detriment to the extent permitted that it is indemnified by LawTranspro for such Tax Detriment pursuant to Section 2.1(b) of this Agreement. Transpro will not be considered to have suffered a Tax Detriment to the extent that it is indemnified by Modine for such Tax Detriment pursuant to Section 2.1(c) of this Agreement. (e) In the event that Transpro receives any deduction on any Tax Return with respect to or in connection with the exercise of Modine stock options by any employees of Transpro, Transpro will pay the amount of such benefit, calculated by multiplying the amount of such deduction by 37.5%, to Modine within 60 days after the taxable year in respect of any Pre-Closing Tax Period or Straddle Periodwhich Transpro receives such deduction; provided, however, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing to the Seller's UK Affiliate and not to the Sold Company or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company Transpro is not obligated or Subsidiary required to the Sellers ascertain whether any such options have been exercised or its UK Affiliate as consideration for making the Group Relief election described above to claim any deductions with respect to any such exercise, and (ii) no payment shall Modine will be made by Sellers or any of liable for, and will indemnify Transpro and its Affiliates other than Affiliates who are exercising employees from and against, any liability for any Taxes resulting from the exercise of any such options (and for this purpose, Taxes will not be considered to Buyer or any result from the exercise of its Affiliates as consideration for making options by an employee if in the Group Relief election described aboveyear of exercise the exercising employee earns the full amount of compensation that is subject to such Taxes without regard to such option exercise).

Refunds and Tax Benefits. (a) The Buyer agrees that it Parent shall not cause or permit any of the Sold Companies or the Subsidiaries Purchaser to carry back to any Straddle Period or Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers shall timely promptly pay to the Buyer Seller an amount equal to any refund, credit, offset credit or other Tax benefit actually realized by the Seller (including any interest paid or credited with respect thereto) relating to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return Company or remit any such refund or other Tax benefit attributable to a breach of its Subsidiaries received by the Buyer of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim for a Tax refund with respect Indemnitee of Taxes (i) relating to a Post-Closing Loss that it is permitted to carry back to a taxable period periods ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss that is carried back to a Pre-Closing Tax Period pursuant to SECTION 5.6(a) to reduce their Taxes for such taxable period and or (ii) attributable to Taxes that gave rise to a Tax Indemnity Payment attributable to Taxes that were reflected in the Sellers calculation of the Closing Date Working Capital other than any refund, credit or Tax benefit that was reflected in the calculation of the Closing Date Working Capital. Parent shall, if requested by Seller and at Seller’s expense, file or cause the relevant entity to file for and request any refund or credit which would give rise to a payment under this Section 8.5. Parent shall in no event permit Seller to control, at the Seller’s expense, the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such Person as Seller shall designate to represent such entity with respect to such refund claim. (b) Any amount otherwise payable under this Article VIII shall be obligated reduced by any Tax benefit that a Tax Indemnitee would not have otherwise been entitled to reimburse but for the Tax or otherwise indemnify circumstances that gave rise to the Buyer for any Losses (including, without limitation, Losses for Taxes) resulting from obligation to make a Tax Indemnity Payment. If a Tax benefit is realized by a Tax Indemnitee after the disallowance payment of a Post-Closing LossTax Indemnity Payment then such Tax Indemnitee shall pay an amount to the indemnitor equal to the Tax benefit realized. A Tax benefit will be considered to be realized for purposes of this Section 8.5 at the time that it is reflected on a Tax Return of a Tax Indemnitee. (c) Sellers Any amount payable under this Article VIII shall include the payment of such amount, if any, as shall be entitled necessary to hold any Tax Indemnitee harmless on an after-tax basis from all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right Taxes required to receive a refund of Seller Taxes and remit any be paid by such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed Indemnitee with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed to be taken) by Buyer or any of its Affiliates with respect to a Post-Closing Tax Period, or (B) any claim, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers pay to Buyer the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, to the extent permitted by Law, in respect of any Pre-Closing Tax Period or Straddle Period, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing to the Seller's UK Affiliate and not to the Sold Company or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described above.

Refunds and Tax Benefits. (a) The Buyer agrees Any Income Tax refunds that it shall not cause are received by Buyers or permit any of the Sold Companies Transferred Company or the its Subsidiaries and any amounts credited against Income Tax to carry back which Buyers or any Transferred Company or its Subsidiaries become entitled, that relate to any Straddle Period Income Tax periods or Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers shall timely pay to the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller with respect to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return or remit any such refund or other Tax benefit attributable to a breach by the Buyer of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim for a Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period portions thereof ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything shall be for the account of the Sellers, and Buyers shall pay over to the contrary in this Agreement, Sellers any such refund or the amount of any such credit within 15 days after such receipt or entitlement thereto net of (i) any Taxes (including any Taxes that would be imposed on a distribution of any portion of such refund to the Sellers shall use any Post-Closing Loss that is carried back to a Pre-Closing Tax Period pursuant to SECTION 5.6(aBuyers) to reduce their Taxes for such taxable period and (ii) any reasonable expenses that the Sellers Buyers, 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 in no event be obligated require that the Buyers make any payment with respect to reimburse or otherwise indemnify the Buyer any refund for any Losses a Tax (including, without limitation, Losses for Taxes) resulting from the disallowance of a Post-Closing Loss. (c) Sellers and such refunds shall be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice for the benefit of the right Buyers and the Transferred Companies and their Subsidiaries) that is with respect to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(cA) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes Tax that is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a the result of (A) actions taken the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in any taxable period (or failed to be takenportion of any Straddle Period) by Buyer beginning on or any of its Affiliates with respect to a Post-after the day immediately following the Closing Tax Period, or Date; (B) any claim, suit, action, audit, litigation or proceeding relating to Taxes in respect refund of a Post-Tax paid after the Closing Tax Period, or (ii) that accrue after Sellers pay to Buyer the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, Date to the extent permitted by Law, in respect of the Sellers have not indemnified the Buyers or the Transferred Companies and their Subsidiaries for such Taxes; (C) any Pre-Closing refund for Tax Period or Straddle Period, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If is reflected as a result of current asset (or offset to a current liability) on the Closing, Final Closing Net Working Capital; or (D) any refund for Tax that gives rise to a Sold payment obligation by any Transferred Company or Subsidiary is treated as having its Subsidiaries to any Person under applicable Law or pursuant to a chargeable gain, the Sellers shall procure that provision of a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold contract or other agreement entered (or assumed) by any Transferred Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing its Subsidiaries on or prior to the Seller's UK Affiliate and not to the Sold Company or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described aboveClosing Date.

Refunds and Tax Benefits. Any refunds of Taxes with respect to periods and Taxes for which Transpro is responsible pursuant to Section 8.1 will be for the account of Transpro and if received by (aor credited for the benefit of) The Buyer agrees that it shall not cause the Company, Modine or permit 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 Sold Companies receipt of such refund. If any adjustments will be made to any income Tax Returns relating to the Company or the Subsidiaries to carry back to any Straddle Period or Transpro Group for the Pre-Closing Period as a result of or in settlement of any Tax Period any net operating loss, loss from operations Contest or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in as the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any result of the Sold Companies filing of an amended income Tax Return to reflect the consequences of any determination made in connection with any such Tax Contest or Subsidiaries as required by an intervening change of law, and if such adjustment results in any Tax Detriment to carry back such Post-Closing Loss. The Sellers shall timely pay to Transpro or any Affiliate of Transpro (including the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller Company) with respect to a Post-Closing Losssuch period and any Tax Benefit to Modine, provided that the Seller will have no obligation under this Agreement to return Company or remit any such refund or other Tax benefit attributable to a breach by the Buyer Affiliate of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim Modine for a Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss Period, Transpro will be entitled to such Tax Benefit, and Modine will pay to Transpro the amount of such Tax Benefit at such time or times as and to the extent that is carried back Modine, the Company or any Affiliate of Modine realizes such Tax Benefit through a refund of income Tax or reduction in the amount of income Taxes which Modine, the Company or any Affiliate of Modine would otherwise have had to a Pre-Closing pay if such adjustment had not been made; provided, however, that no payment by Modine to Transpro will exceed the amount of Tax Period pursuant Detriment suffered by Transpro or the Affiliate, as the case may be. If any adjustments will be made to SECTION 5.6(a) any income Tax Returns relating to reduce their Taxes Modine, the Company or any Affiliate of Modine for such taxable period and (ii) the Sellers shall in no event be obligated to reimburse or otherwise indemnify the Buyer for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of a Post-Closing Loss. (c) Sellers shall be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed in settlement of any Tax Contest or as the result of the filing of an amended income Tax Return to be taken) reflect the consequences of any determination made in connection with any such Tax Contest or as required by Buyer an intervening change of law, and if such adjustment results in any Tax Detriment to Modine, the Company or any Affiliate of its Affiliates Modine with respect to a Postsuch period and any Tax Benefit to Transpro or any Affiliate of Transpro (including the Company) for the Pre-Closing Tax Period, or (B) any claimModine will be entitled to such Tax Benefit, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers and Transpro will pay to Buyer Modine the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, Tax Benefit at such time or times as and to the extent permitted by Lawthat Transpro or any Affiliate of Transpro realizes such Tax Benefit through a refund of income Tax or reduction in 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, in respect of any Pre-Closing Tax Period or Straddle Periodhowever, that any Sold Company that can participate in no payment by Transpro to Modine will exceed the Group Relief provisions within amount of Tax Detriment suffered by Modine or the United KingdomAffiliate, that Buyer as the case may be. Transpro will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably not be required considered to enable have suffered a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing Tax Detriment to the Seller's UK Affiliate and extent that it is indemnified by Modine for such Tax Detriment pursuant to Section 8.2 of this Agreement. Modine will not be considered to have suffered a Tax Detriment to the Sold Company or Subsidiary. For the avoidance extent that it is indemnified by Transpro for such Tax Detriment pursuant to Section 8.1 of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described abovethis Agreement.

Refunds and Tax Benefits. (a) The Buyer agrees that it Seller shall not cause or permit any of the Sold Companies or the Subsidiaries to carry back be entitled to any Straddle Period refund or Pre-Closing Tax Period credit (including any net operating lossinterest paid or credited with respect thereto), loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in and the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers Purchaser shall timely promptly pay to the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller with respect to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return or remit any such refund or other credit of Taxes (including any interest paid or credited with respect thereto) received by the Purchaser or the Company (i) relating to Tax benefit periods or portions thereof ending on or before the Closing Date (including, without limitation, any refund or credit attributable to a breach by the Buyer any net operating loss of the foregoing undertaking. (b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim for a Company arising in any Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything (a "Pre-Closing Date NOL") that is utilized by the Purchaser in any Tax period beginning after the Closing Date, provided, however, that the Purchaser shall have no obligation to the contrary in Seller under this Agreement, clause (i) the Sellers shall use any Post-Closing Loss that is carried back with respect to a Pre-Closing Date NOL that arises as a result of the amendment of a Tax Period pursuant Return or the resolution of any Contest with respect to SECTION 5.6(aa Pre-Closing Tax) to reduce their Taxes for such taxable period and or (ii) attributable to an amount for which the Sellers Seller is responsible under Section 7.1(a) hereof. At the Seller's request, the Purchaser shall in 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 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 before the Closing Date and shall have no event be obligated obligation of any nature to reimburse or otherwise indemnify the Buyer 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 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 the Seller shall designate to represent the Company with respect to such refund claimed. In the event that any refund or credit of Taxes for which a payment has been made pursuant to 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 Losses Tax liability, including interest and penalties, assessed against the Company by reason of the reduction or disallowance. (includingb) If, without limitationas a result of any payment by the Seller, Losses for Taxes) the Company or their Affiliates on or prior to the Closing Date of any amounts with respect to which the timing of any available deduction would be determined under Section 404 of the Code or at any time of any amounts pursuant to the Seller's obligations under Section 6.4, the Purchaser or the Company becomes entitled to any deductions or tax credits in any Tax period or portion thereof ending after the Closing Date (a "Post-Closing Date Tax Benefit"), then the Purchaser shall pay the Seller an amount equal to the Tax savings resulting from such Post-Closing Date Tax Benefit to the disallowance extent the Seller is not able to otherwise reduce an amount payable to the Purchaser pursuant to Section 7.1(a). The amount of any such Tax savings for any Tax period shall be the amount of the reduction in Taxes reflected on any Tax Return for such Tax period as compared to the Taxes that would have been reflected on such Tax Return in the absence of such Post-Closing Date Tax Benefit. All payments to the Seller pursuant to this Section 7.2(b) shall be made within 30 days after the filing of a Tax Return for the Tax period in which a Post-Closing LossDate Tax Benefit results in a reduction in the Taxes paid by the Purchaser. At the Seller's request, the Purchaser shall certify as to the amount, if any, due to the Seller pursuant to this Section 7.2(b) as to any year, and provide such information as the Seller may reasonably request regarding such certification. (c) Sellers shall The Purchaser agrees that it will not carry back to any Tax period ending on or before the Closing Date any net operating loss or other Tax attribute that arose in a Tax period beginning after the Closing Date if such net operating loss or Tax attribute would be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable carried back to a Pre-Closing consolidated, combined or unitary Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided Return that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed to be taken) by Buyer or any of its Affiliates with respect to a Post-Closing Tax Period, or (B) any claim, suit, action, audit, litigation or proceeding relating to Taxes in respect of a Post-Closing Tax Period, or (ii) that accrue after Sellers pay to Buyer the amount due pursuant to this SECTION 5.6(c) calculated on the date of such payment. (d) Buyer will ensure that, to the extent permitted by Law, in respect of any Pre-Closing Tax Period or Straddle Period, that any Sold Company that can participate in the Group Relief provisions within the United Kingdom, that Buyer will reasonably assist and provide Sellers with all claims, elections, notices, and any other document that may reasonably be required to enable a Sold Company to participate in the Group Relief provisions with the remaining United Kingdom companies of Sellers. If as a result of the Closing, a Sold Company or Subsidiary is treated as having a chargeable gain, the Sellers shall procure that a relevant UK Affiliate shall, and the Buyer shall procure that the relevant Sold Company or Subsidiary shall, make a joint election to treat such chargeable gain as accruing to includes the Seller's UK Affiliate and not to the Sold Company , Viacom or Subsidiary. For the avoidance of doubt, (i) no payment shall be made by the Sold Company or Subsidiary to the Sellers or its UK Affiliate as consideration for making the Group Relief election described above and (ii) no payment shall be made by Sellers or any of its Affiliates to Buyer or any of its Affiliates as consideration for making the Group Relief election described abovetheir respective Affiliates.