Common use of Refunds, Credits and Carrybacks Clause in Contracts

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent shall be entitled to any refunds or credits of or against any Parent Taxes, any refunds or credits to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent is entitled. (b) Purchaser shall cause the Transferred Companies and their respective Subsidiaries promptly to forward to Parent or to reimburse Parent for any refunds or credits due Parent (pursuant to the terms of this Article VII) after receipt thereof, and Parent shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that none of the Transferred Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefrom.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(cSection 8.3(c), Parent Seller shall be entitled to any refunds or credits of or against any Parent TaxesExcluded Taxes actually received by Purchasers or the Trayport Companies, net of any Taxes or other reasonable out-of-pocket fees, costs and expenses of any outside attorneys, accountants or external other tax advisors with respect to any such refunds or credits, except to the extent such refund or credit is reflected in the determination of Closing Working Capital. Any such Tax refunds or credits for a Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period pursuant to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds the principles described in the definition of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Excluded Taxes for which Parent is entitled allocating Taxes with respect to be indemnified under Section 10.2a Straddle Period. Purchaser Purchasers shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent is entitledof or against Excluded Taxes that are described in the first sentence of this Section 8.3(a). (b) Purchaser Purchasers shall, and shall cause the Transferred Trayport Companies and their respective Subsidiaries to, promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or credits due Parent Seller (pursuant to the terms of this Article VIIVIII) after receipt thereof, and Parent Seller shall promptly forward to Purchaser Purchasers or reimburse Purchaser Purchasers for any refunds or credits due Purchaser Purchasers (pursuant to the terms of this Article VIIVIII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that Purchasers agree that, to the extent permitted by law, none of the Transferred Trayport Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser (i) Seller shall be entitled to any refund of Taxes realized as a result thereof to the extent such Subsequent Loss relates to or affects any Excluded Taxes or that is carried back to a Seller Group Tax Return and (ii) Purchasers shall be entitled to any other refund of Taxes resulting therefromfrom such Subsequent Loss.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(cSection 8.3(c), Parent Sellers shall be entitled to any refunds or credits of or against any Parent TaxesExcluded Taxes actually received by the Purchaser or the NGX/Shorcan Companies, net of any Taxes or other reasonable out-of-pocket fees, costs and expenses of any outside attorneys, accountants or external other tax advisors with respect to any such refunds or credits, except to the extent such refund or credit is reflected in the determination of Closing Working Capital. Any such Tax refunds or credits for a Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period pursuant to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds the principles described in the definition of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Excluded Taxes for which Parent is entitled allocating Taxes with respect to be indemnified under Section 10.2a Straddle Period. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent is entitledof or against Excluded Taxes that are described in the first sentence of this Section 8.3(a). (b) Purchaser shall, and shall cause the Transferred NGX/Shorcan Companies and their respective Subsidiaries to, promptly to forward to Parent Sellers or to reimburse Parent Sellers for any refunds or credits due Parent Sellers (pursuant to the terms of this Article VIIVIII) after receipt thereof, and Parent Sellers shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VIIVIII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that that, to the extent permitted by law, none of the Transferred NGX/Shorcan Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser (i) Sellers shall be entitled to any refund of Taxes realized as a result thereof to the extent such Subsequent Loss relates to or affects any Excluded Taxes or that is carried back to a Seller Group Tax Return and (ii) Purchaser shall be entitled to any other refund of Taxes resulting therefromfrom such Subsequent Loss.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c)Section 14.6, Parent Seller shall be entitled to any refunds or credits of or against any Parent Taxes, Excluded Taxes (and any interest or penalty rebate with respect to such refund or credit) except to the extent such refunds or credits are reflected as an asset in Final Closing Date Working Capital. Purchaser shall, at Seller's reasonable request and at Seller's expense, cause the relevant entity to file for and use reasonable best efforts to obtain any refund or credit to which Parent Seller is entitled under Section 7.10entitled, any Private Label Sales provided that such actions would not have a significant adverse effect on Purchaser and its Affiliates in a Post-Closing Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)Period. Subject to Sections 14.3(c) and Taxes for which Parent is entitled to be indemnified under Section 10.2. 14.6, Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes (and any interest or penalty rebate with respect to such refund or credit) other than refunds or credits of or against Excluded Taxes (except to which Parent is entitledthe extent such refunds or credits are reflected as an asset in Final Closing Date Working Capital). (b) Purchaser shall, and shall cause the Transferred Acquired Companies and their respective Subsidiaries to, promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or credits of Taxes (and any interest or penalty rebate with respect to such refund or credit) due Parent Seller (pursuant to the terms of this Article VIIXIV) after receipt thereof, and Parent Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits of Taxes (and any interest or penalty rebate with respect to such refund or credit) due Purchaser (pursuant to the terms of this Article VIIXIV) after receipt thereof. If a party any such refunds or any of its affiliates receives a refund credits are subsequently disallowed, the Purchaser or credit and is required to make a payment the Seller, as the case may be, shall promptly pay such amount to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax)party. (c) Purchaser agrees that none of shall cause the Transferred Acquired Companies or their respective Subsidiaries shall elect to elect, where permitted by applicable Law, to carry back forward any item of loss, deduction or credit which arises in any taxable period ending after the Post-Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefromPeriod.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(cSection 8.3(c), Parent Sellers shall be entitled to any refunds or credits of or against any Parent TaxesExcluded Taxes actually received by the Purchaser or the Trayport Companies, net of any Taxes or other reasonable out-of-pocket fees, costs and expenses of any outside attorneys, accountants or external other tax advisors with respect to any such refunds or credits, except to the extent such refund or credit is reflected in the determination of Closing Working Capital. Any such Tax refunds or credits for a Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period pursuant to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds the principles described in the definition of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Excluded Taxes for which Parent is entitled allocating Taxes with respect to be indemnified under Section 10.2a Straddle Period. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent is entitledof or against Excluded Taxes that are described in the first sentence of this Section 8.3(a). (b) Purchaser shall, and shall cause the Transferred Trayport Companies and their respective Subsidiaries to, promptly to forward to Parent Sellers or to reimburse Parent Sellers for any refunds or credits due Parent Sellers (pursuant to the terms of this Article VIIVIII) after receipt thereof, and Parent Sellers shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VIIVIII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that that, to the extent permitted by law, none of the Transferred Trayport Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending on or after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser (i) Sellers shall be entitled to any refund of Taxes realized as a result thereof to the extent such Subsequent Loss relates to or affects any Excluded Taxes or that is carried back to a Seller Group Tax Return and (ii) Purchaser shall be entitled to any other refund of Taxes resulting therefromfrom such Subsequent Loss.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c)Section 6 below, Parent Xxxx shall be entitled to any refunds or credits of or against any Parent Taxes, Excluded Taxes (and any interest or penalty rebate with respect to such refund or credit) except to the extent such refunds or credits are reflected as an asset in Final Closing Date Working Capital. Affinia shall, at Dana’s reasonable request and at Dana’s expense, cause the relevant entity to file for and use reasonable best efforts to obtain any refund or credit to which Parent Xxxx is entitled under Section 7.10entitled, any Private Label Sales provided that such actions would not have a significant adverse effect on Affinia or the Affinia Entities in a Post-Closing Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)Period. Subject to Sections 3(c) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser 6 below, Affinia shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes (and any interest or penalty rebate with respect to such refund or credit), other than refunds or credits of or against Excluded Taxes (except to which Parent is entitledthe extent such refunds or credits are reflected as an asset in Final Closing Date Working Capital). (b) Purchaser Affinia shall, and shall cause the Transferred Acquired Companies and their respective Subsidiaries to, promptly to forward to Parent Xxxx or to reimburse Parent Xxxx for any refunds or credits of Taxes (and any interest or penalty rebate with respect to such refund or credit) due Parent Xxxx or Xxxx Entity (pursuant to the terms of this Article VIIhereof) after receipt thereof, and Parent Xxxx shall promptly forward to Purchaser Affinia or reimburse Purchaser Affinia for any refunds or credits of Taxes (and any interest or penalty rebate with respect to such refund or credit) due Purchaser Affinia or an Affinia Entity (pursuant to the terms of this Article VIIhereof) after receipt thereof. If a party any such refunds or any of its affiliates receives a refund credits are subsequently disallowed, Affinia or credit and is required to make a payment Xxxx, as the case may be, shall promptly pay such amount to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax)party. (c) Purchaser agrees that none of Affinia shall cause the Transferred Acquired Companies or their respective Subsidiaries shall elect to elect, where permitted by applicable Law, to carry back forward any item of loss, deduction or credit which that arises in any taxable period ending after the Post-Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefromPeriod.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent Seller shall be entitled to any refunds (or credits in lieu thereof) of or against any Parent Taxes, Taxes (including any refunds or credits to overpayments related thereto): (i) for which Parent Seller is entitled responsible under Section 7.106.1, any Private Label Sales Tax Refunds or (ii) which Seller bore pursuant to Section 6.5, in each case on an “as and any refunds of or credits against Taxes reported on a Combined Tax Returnwhen realized” basis, Taxes listed except to the extent (A) specifically identified and included in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A)Closing Net Working Capital and that actually increased the Final Purchase Price, (B), ) attributable to a carryback of an attribute from a Post-Closing Tax Period or (C) this Section 6.7 conflicts with any Contract entered into by Seller or its Affiliates (including the Transferred Subsidiaries) prior to Closing with respect to the payment of a Tax refund, credit or other attribute to a third party (in which case, such Contract shall govern the treatment of any such Tax refund, credit or other attribute and this Section 6.7 shall not apply)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser Buyer shall be entitled to any refunds of or credits for any Taxes of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent Seller is entitledentitled pursuant to the foregoing sentence. Any refunds or credits of Taxes of the Transferred Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in accordance with the principles set forth in Section 6.6 and the first two sentences of this Section 6.7(a). Buyer shall notify Seller as soon as reasonably practicable of the receipt of any refund or credit in lieu thereof which Seller is entitled to hereunder and pay Seller such refund or the amount of such credit (net of Taxes, costs and out-of-pocket expenses incurred by Buyer in connection with obtaining or paying over such refund or credit) promptly upon the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable. Buyer shall use commercially reasonable efforts to seek any refunds which Seller specifically identifies, at Seller’s upfront request and expense, unless seeking such refund would be reasonably expected to result in unreimbursed costs or liabilities to Buyer or its Affiliates. (b) Purchaser Unless Seller otherwise consents in writing or as required by Law, neither Buyer nor any Transferred Subsidiary shall cause the Transferred Companies and their respective Subsidiaries promptly (i) fail to forward waive any available elections to Parent carryback to any Tax Return any net operating loss, net capital loss, excess tax credit, or to reimburse Parent for other similar Tax item of any refunds or credits due Parent (pursuant to the terms of this Article VII) after receipt thereof, and Parent shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that none of the Transferred Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent LossCarryback”) into arising in a Post-Closing Tax Period to a Pre-Closing Tax Period or (ii) make any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law affirmative election to be carried back into claim any taxable period ending on or before the Closing Date, Purchaser shall be entitled such Carryback with respect to any refund of Taxes resulting therefromTax Return for a Pre-Closing Tax Period.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent Seller shall be entitled to any refunds of, and the benefit of any prepayment or credits of or against against, any Parent Excluded Taxes, and shall be entitled to the benefits of any refunds Tax prepayments made or other deductions or credits earned during a Pre-Closing Tax Period but applied against Taxes that are not Excluded Taxes. Purchaser shall, at Seller’s reasonable request and at Seller’s expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refund to which Parent Seller is entitled under entitled. Except as provided in the preceding sentence, and subject to Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A14.3(c), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any refunds of, and the benefit of any prepayments or credits of the Transferred Companies or their respective Subsidiaries of or against against, any Taxes other than refunds or credits of the Acquired Company and the Business relating to which Parent is entitledPost-Closing Tax Periods. (b) Purchaser shall, and shall cause the Transferred Companies and their respective Subsidiaries Acquired Company to, promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or the use of any prepayments, deductions or credits of Taxes due Parent Seller (pursuant to the terms of this Article VIIXIV) after receipt thereof, and Parent Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits of Taxes due Purchaser (pursuant to the terms of this Article VIIXIV) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that none of shall cause the Transferred Companies or their respective Subsidiaries shall elect Acquired Company to elect, where permitted by applicable Law, to carry back forward any item of loss, deduction or credit which arises in or is attributable to any taxable period ending after the Closing Date (a “Subsequent Loss”) into and is not used in such period. Without the prior written consent of Seller, Purchaser shall not cause or permit the Acquired Company to carry back to any Pre-Closing Tax Period any item of loss, deduction or credit which arises in or is attributable to any taxable period ending on or before after the Closing Date. If For purposes of this Section 14.3(c), Seller shall not be deemed to unreasonably withhold, condition or delay consent if such consent may have the effect of increasing Seller’s indemnification liability under this Agreement or otherwise result in a Subsequent Loss is required cost to Seller, not reimbursed by Tax Law to be carried back into any taxable period ending on Purchaser, or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefromits Affiliates.

Refunds, Credits and Carrybacks. (a) Subject to Except as otherwise provided in Sections 7.5(b5.9.5(d) and 7.5(c)or 5.9.15, Parent the Seller shall be entitled to any refunds or credits (including foreign Tax credits) of or against any Parent or arising from, or that may be used against, Excluded Taxes, any refunds or credits to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a. (b) through (g) (other than Taxes listed Except as otherwise provided in Section 7.1(A)5.9.5(d) or 5.9.15, (B), or (C)) the Purchasers and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser the Transferred Subsidiaries shall be entitled to any refunds or credits (including foreign Tax credits) of or against or arising from, or that may be used against, Taxes of the Transferred Companies or their respective Subsidiaries of or against any Taxes Subsidiaries, other than refunds or credits to which Parent is entitledof or against or arising from, or that may be used against, Excluded Taxes. (bc) Purchaser The Purchasers shall cause the Transferred Companies and their respective Subsidiaries promptly to forward to Parent the Seller or to reimburse Parent the Seller for any refunds or credits due Parent the Seller (pursuant to the terms of this Article VIISection 5.9) after receipt thereof, and Parent the Seller shall promptly forward to Purchaser the Purchasers or reimburse Purchaser the Purchasers for any refunds or credits due Purchaser the Purchasers (pursuant to the terms of this Article VIISection 5.9) after receipt thereof. If a party or any , in each case net of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with attributable to the receipt of such refund refunds or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax)credits. (cd) Purchaser agrees To the extent that none of the Transferred Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (and, in the case of a “Subsequent Loss”Straddle Period, arises in the Post-Closing Straddle Period) and which relates to or affects any Excluded Tax into any taxable period ending on or before a Pre-Closing Period, the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser Purchasers shall be entitled to any refund Tax Benefit actually realized in cash that results from such carry back and that would not have arisen but for such carry back; provided, however, that (i) the amount required to be paid pursuant to this Section 5.9.5(d) shall be recalculated at any time that facts or circumstances arise or come to light which affect the amount required to be paid pursuant to this Section 5.9.5(d) and (ii) if such facts or circumstances arise or come to light after any payment by the Seller to the Purchasers under this Section 5.9.5(d) which, if known when such payment was made would have eliminated the Seller's obligation to make such payment or reduced the amount of Taxes resulting therefrom.such payment, the Purchasers shall be required to remit to the Seller in cash an amount equal to the excess of (x) the amount of the payment made by the Seller to the Purchasers under this Section 5.9.5(d) over -82- EXECUTION COPY --------------

Refunds, Credits and Carrybacks. (a) Subject Except to Sections 7.5(b) and 7.5(c)the extent reflected as an asset in the calculation of Closing Working Capital that results in an increase to the Purchase Price, Parent Seller shall be entitled to any refunds of or credits of or against any Parent Taxes, Seller Indemnified Taxes and any refunds or credits to which Parent Seller is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A9.6(c), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries Company of or against any Taxes other than refunds or credits to which Parent Seller is entitled. (b) Purchaser shall cause the Transferred Companies and their respective Subsidiaries Company promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or credits due Parent Seller (pursuant to the terms of this Article VIIIX) after receipt thereof, and Parent Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VIIIX) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that none of the Transferred Companies or their respective Subsidiaries Company shall not elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing DateDate if such a carryback could relate to or affect any Seller Indemnified Tax. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser Seller shall be entitled to any refund of Taxes resulting therefrom.

Refunds, Credits and Carrybacks. (a) Subject Seller shall be entitled to Sections 7.5(bany refunds or credits of or against (i) Indemnified Taxes, (ii) any Taxes as to which Purchaser has been indemnified by Seller pursuant to this Agreement, or (iii) any account payable or other Liability reflected in, reserved for or taken into account in the determination of Funded Debt or Working Capital (as finally determined); provided, that no refund shall be treated as for the account of Seller to the extent (x) attributable to (A) a carryback or application of a Tax item arising after Closing, (B) a Tax payment made after Closing and 7.5(cnot economically borne by Seller or any Affiliate thereof, or (C) included as a current asset in determining Working Capital (as finally determined); or (y) applied against a liability in respect of which the Parties agree that Seller would have had an indemnification obligation under this Agreement. Purchaser shall claim or cause to be claimed any input value added Tax credit of any Purchased Company existing as of the Closing Date on the applicable Tax Return and shall pay or cause to be paid to Seller the amount of any decrease in Taxes paid or payable or increase in a refund of Taxes due, including any interest with respect thereto (determined on a “with and without” basis), Parent actually realized by Purchaser or any of its Affiliate as a result of such input value added Tax credit to the extent not included as a current asset in determining Working Capital (as finally determined). Purchaser shall be entitled to any refunds or credits of or against any Parent Taxes, any refunds or credits to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds Taxes of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (the Purchased Companies other than Taxes listed in Section 7.1(A), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any such refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any such Taxes other than refunds or credits to which Parent is entitleddescribed in this Section 6.2(a). (b) Purchaser shall, and shall cause the Transferred Purchased Companies and their respective Subsidiaries to, promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or credits amount due Parent Seller (pursuant to the terms of this Article VIIVI) after receipt thereofor realization thereof net of any Taxes and reasonable out-of-pocket expenses incurred in connection with such refund, and Parent Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits amount due Purchaser (pursuant to the terms of this Article VIIVI) after receipt or realization thereof. If a party or any of its affiliates receives a refund or credit and amount paid to Seller pursuant to this Section 6.2 is subsequently required to make be repaid to a payment Taxing Authority, Seller shall promptly return such amount to Purchaser (including, for the avoidance of doubt, any interest required to be paid to the other party under this Section 7.5, applicable Taxing Authority in respect of the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt repayment of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Taxcredit). (c) Purchaser agrees that none of the Transferred Purchased Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefromrealized as a result thereof provided Purchaser indemnifies and holds harmless Seller and its Affiliates from any losses and liabilities related to such carry back.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent shall The Sellers will be entitled to any refunds or credits of or against any Parent Taxes, any refunds or credits to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds Excluded Taxes and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any all other refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds Taxes. Purchaser or credits the applicable Seller (as the case may be) will, at the other Party’s reasonable request and, subject to Section 5.1(a), at the requesting Party’s sole expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refund or credit to which Parent the requesting Party is entitledentitled under applicable Law. (b) Purchaser shall will cause the Transferred Companies and their respective Subsidiaries each Company promptly to forward to Parent the applicable Seller or to reimburse Parent the applicable Seller for any refunds or credits due Parent such Seller, including any interest thereon that is paid to Purchaser with respect to such refund or credit by a Governmental Entity (pursuant to the terms of this Article VIIV) after receipt thereofPurchaser has actually received such refund or actually reduced its Tax liability by the amount of such credit, and Seller Parent shall or Seller will promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser Purchaser, including any interest thereon that is paid to Seller or Seller Parent with respect to such refund or credit by a Governmental Entity (pursuant to the terms of this Article VIIV) after receipt thereof. If a party Seller, Seller Parent or any of its affiliates receives a their Affiliates has actually received such refund or credit and is required to make a payment to the other party under this Section 7.5, actually reduced its Tax liability by the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax)credit. (c) Purchaser agrees that none of the Transferred Companies or their respective Subsidiaries shall neither Company will elect to carry back any item of loss, deduction or credit which that arises in any taxable period ending after the Closing Date and that relates to or affects any Excluded Tax (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law Purchaser agrees to be carried back into make the election to forego any taxable period ending on or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefromsuch loss carryback under Treasury Regulation Section 1.1502-21(b)(3)(ii)(b).

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent shall Seller will be entitled to any refunds or credits of or against any Parent Excluded Taxes. Purchaser will, at Seller's reasonable request and at Seller's sole expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refunds refund or credits credit to which Parent Seller is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(Aentitled. Subject to SECTION 10.3(c), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall will be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits of or against Excluded Taxes. Seller will, at Purchaser's reasonable request, and at Purchaser's sole expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refund or credit to which Parent Purchaser is entitled. (b) Purchaser shall will cause the Transferred Acquired Companies and their respective Subsidiaries promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or credits due Parent Seller (pursuant to the terms of this Article VIIARTICLE X) after receipt thereof, and Parent shall Seller will promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VIIX) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) Purchaser agrees that none of the Transferred Acquired Companies or their respective Subsidiaries shall will elect to carry back any item of loss, deduction or credit which that arises in any taxable period ending after the Closing Date and that relates to or affects any Excluded Tax (a “"Subsequent Loss”") into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before In the Closing Datecase of the Purchased Companies, Purchaser shall be entitled to any refund will make the election under Section 1.1502-21(c)(3)(i) of Taxes resulting therefromthe Code on its first U.S. consolidated federal income tax return filed for the Purchased Companies.

Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent Seller shall be entitled to any refunds or credits of or against any Parent Taxes, Indemnified Taxes (in each case other than refunds or credits that are for Purchaser’s account pursuant to Section 7.5(c)) and any refunds or credits to which Parent Seller is entitled under Section 7.107.4(d) or otherwise under this Agreement (for the avoidance of doubt, any Private Label Sales Tax Refunds without duplication) and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in of Seller or any of Section 7.1(aits Subsidiaries. Upon the reasonable request of Seller and at Seller’s expense, Purchaser agrees to file or cause to be filed all Tax Returns (including amended Tax Returns) through (g) (or other than Taxes listed in Section 7.1(A), (B), documents claiming any such refunds or (C)) and Taxes for credits to which Parent Seller is entitled pursuant to be indemnified under Section 10.2the preceding sentence. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries Entities of or against any Taxes other than refunds or credits to which Parent Seller is entitledentitled under the first sentence of this Section 7.5 or otherwise under this Agreement. For the avoidance of doubt, Seller, and not Purchaser, shall be entitled to the refunds or credits set forth in Section 7.5(a) of the Seller Disclosure Schedule. (b) Purchaser shall cause the Transferred Companies and their respective Subsidiaries Entities promptly to forward to Parent Seller or to reimburse Parent Seller for any refunds or credits due Parent Seller (pursuant to the terms of this Article VII) after receipt thereof, and Parent Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax). (c) To the extent permissible under applicable Tax law, Purchaser agrees that none of and the Transferred Companies or their respective Subsidiaries Entities shall elect be permitted to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending separate Tax Return of a Transferred Entity (or to a Tax Return with respect to a combined, consolidated or unitary group that is comprised entirely of Transferred Entities) with respect to a Pre-Closing Period and shall be entitled to receive the benefit of any refund attributable thereto; provided, however, that in the event that such carryback prevents or impedes Seller or any of its Subsidiaries (or a Transferred Entity for a Pre-Closing Period) from obtaining any Tax Benefit, Purchaser shall pay Seller the amount of the Tax Benefit that would have been obtained in the absence of such carryback, calculated on or before a with and without basis. Purchaser agrees that none of the Closing Date. If a Transferred Entities shall carry back any Subsequent Loss into the consolidated federal income Tax Return of the affiliated group of which Seller is the common parent or any other Tax Return that includes Seller or any Affiliate of Seller that is not a Transferred Entity (provided, however, that if such a carry back is required by Tax Law to be carried back into any taxable period ending on or before the Closing DateLaw, Purchaser then Seller shall be entitled to any resulting Tax Benefit). (d) If any refund of Indemnified Taxes resulting therefrompaid by the Purchaser to the Seller under this Section 7.5 (other than Section 7.5(c)) is subsequently disallowed, Seller shall promptly repay such amount, including any interest with respect thereto, to the applicable Tax authority (or to Purchaser, provided, for the avoidance of doubt, that Purchaser shall repay such amount to the applicable taxing authority).