Common use of Refunds Clause in Contracts

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent If Purchaser or one a Transferred Entity receives a refund of its Affiliates shall be entitled to retain or, Taxes (or a credit against post-Closing Taxes in lieu of a refund) relating to the extent actually received Business or the Purchased Assets for a Tax period (or portion thereof) ending prior to the Closing Date, Purchaser will pay to the applicable Seller, within thirty (30) days following the receipt of such refund (or the application of such credit), an amount equal to such refund (or credit); provided, however, that such a refund of Taxes is not caused by Sellers or otherwise available ;the Transferred Entity taking any action prior to Buyer or its Affiliates, receive prompt payment from Buyer Closing or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended position on Tax Returns filed by Sellers inconsistent with past practice that has the effect of shifting taxable income to Tax periods (or portions thereof) after the Closing Date Date. Any such payment shall be treated by the parties as an adjustment to the Purchase Price. If a Seller receives a refund of Taxes (oror a credit against pre-Closing Taxes in lieu of a refund) relating to the Business or the Purchased Assets, with respect to Brazil if there is including Taxes of a Delayed Transferred Entity, for a Tax period (or portion thereof) beginning after the Closing Date, such Seller will pay to Purchaser, within thirty (30) days following the Delayed receipt of such refund (or the application of such credit), the amount of such refund (or credit). Notwithstanding the foregoing, any Tax refund (or credit) of any Transferred Entity for a taxable period ending on or before the Closing Date arising out of the carryback of a loss or credit incurred by any Transferred Entity in a taxable period ending after the Closing Date), or otherwiseif such carryback cannot be waived under applicable law, but (ii) excluding refunds shall be the property of Taxes withheld from payments to third parties that are required to Purchaser and, if received by Sellers, shall be paid over promptly to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working CapitalPurchaser within thirty (30) with respect to any Pre-Closing Tax Period relating to days following the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that receipt of such refund was reflected as an asset in (or the calculation application of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closingsuch credit), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent or one of its Affiliates Sellers shall be entitled to retain orretain, or receive payment from Purchaser within fifteen (15) days of the receipt of any Tax refunds or credits relating to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit Company that were paid with respect to Taxes ((i) all taxable periods ending on or prior to the Closing Date and (ii) Pre-Closing Partial Periods, for that portion of such taxable period up to and including refunds arising by reason the Closing Date. Purchaser shall, if Seller Representative so requests and at Seller Representative's expense, cause the Company to file for and obtain any refund to which Seller Representative is entitled to under this Section 13.4, provided that Seller Representative shall not file, and Purchaser shall not be obligated to file, to obtain any refund that would have the effect of amended (x) increasing any Tax Returns filed liability of the Company or (y) otherwise materially and adversely affect any item or Tax attribute of the Company, in each case for any taxable period ending after the Closing Date Date, without Seller Representative first obtaining the Company's consent, which consent shall not be unreasonably withheld. Purchaser shall permit Seller Representative to control (orat the Seller Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Seller Representative to represent the Company before the relevant taxing authority with respect to Brazil if there is a Delayed Closing Datesuch refund to be executed, provided that Seller Representative (i) shall keep Purchaser informed regarding the Delayed Closing Date), or otherwise, but progress and substantive aspect of any such refund and (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, shall not compromise or settle any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset without obtaining Purchaser's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax liability of the Company or (y) otherwise materially and adversely affect any item or Tax attribute of the Company, in each case for any taxable period ending after the calculation of Closing Working Capital as finally determined pursuant to Section 2.05Date. Buyer shall be entitled to retain or, to In the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, event that any refund or credit with respect of Taxes for which a payment has been made pursuant to this section 13.4 is subsequently reduced or disallowed, the Sellers shall indemnify and hold Purchaser harmless for any Taxes (including refunds arising assessed against the Company by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), reduction or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01disallowance.

Refunds. Parent or one Buyer shall pay over to the Stockholders’ Representative (on behalf of its Affiliates shall be entitled to retain orthe Equity Holders), except to the extent actually reflected in Final Closing Net Working Capital or Final Closing Indebtedness, any Tax refunds, including any interest thereon, (or credits in lieu of Tax refunds) that are received by or otherwise available to Buyer or its AffiliatesBuyer, receive prompt payment from Buyer the Company or any of its Affiliates their respective Subsidiaries on or before the date that is fifteen (including the Transferred Subsidiaries15) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed months after the Closing Date (or, with respect and are attributable to Brazil if there is a Delayed Taxes paid on or before the Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, Date by any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) Group Company with respect to any Pre-Closing Tax Period relating Period; provided, that if prior to the Transferred Subsidiariesclose of business on the last day of such fifteen (15) month period after the Closing Date, Parent an Indemnifying Party shall have been properly notified of a claim for indemnity under Section 5.4(a) and such claim shall not have been finally resolved or disposed of at such date, such fifteen (15) month period shall continue, but only with respect to an amount not in excess of the amount actually paid out of the Indemnity Escrow Fund with respect to such claim, until such claim is finally resolved or disposed of in accordance with the terms of this Agreement, provided, further, that notwithstanding the foregoing, Buyer shall not be required to pay over any Asset Sellers, except to the extent Tax refunds (or credits in lieu of Tax refunds) that such refund was are received by (or reflected as an asset in a credit on a Tax Return filed by) Buyer, the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Company or any of its Affiliates of, their respective Subsidiaries that are attributable to any refund carryback of any Tax item (including a net operating loss or credit with respect carryback) from any Post-Closing Tax Period to Taxes any Pre-Closing Tax Period. Such payment shall be made within fifteen (including refunds arising by reason 15) calendar days after receipt of amended such refund (or filing of any Tax Returns filed after Return showing a credit in lieu of such refund). For the Closing (oravoidance of doubt, with respect but subject to Brazil if there is a Delayed Closing Date, the Delayed Closingsecond proviso in the first sentence of Section 5.4(a), or otherwisein no event shall Buyer be required to make any payment under this Section 5.4(f) with in respect of the carryforward of any Tax asset from any Pre-Closing Tax Period to any Post-Closing Tax Period relating Period. Upon a request from the Stockholders’ Representative, the Buyer shall, as soon as is reasonably practicable, cause the Group Companies to file any amended Tax Return or application for Tax refund in order to obtain a Tax refund (or credit) that the Transferred Subsidiaries. Any refunds or credits of Taxes with respect Equity Holders are entitled to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to this Section 5.4(f), and the principles set forth Buyer and Group Companies shall execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Buyer and the Group Companies to perfect their rights in and obtain the Tax refunds (or credits) contemplated by this Section 7.015.4(f).

Refunds. Parent Any refund (including any interest with respect thereto) of or one credit for Taxes of its Affiliates shall be entitled or relating to retain or, any of the Transferred Companies for any taxable period ending on or prior to the extent actually Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise available credited to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) ofCompanies, any refund or any credit paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is such a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to refund shall also be paid over to Seller at such third partiestime); provided, however, that any refunds such refund or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into credit shall be for the account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except of Buyer to the extent that such refund was or credit is reflected as an asset on or provided in the calculation Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Working Capital as finally determined pursuant Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Section 2.05Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain orretain, to the extent actually received by Parent or its Affiliates, receive prompt immediate payment from Parent or any of its Affiliates Seller of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period of the Transferred Companies relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to made within 30 days after receipt by Seller, Buyer or the principles set forth in Section 7.01Transferred Companies.

Refunds. Parent Any refunds of Taxes or one of its Affiliates shall be entitled to retain or, any credit against Taxes (when and to the extent actually received applied by any member of the Buyer Group against any Tax liability that Seller has not assumed pursuant to Section 12(a)(i) resulting in a Tax benefit to any member of the Buyer Group that it otherwise would not have realized in the absence of such credit) (including any interest relating to such refunds or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer credits) of the Subsidiary or any subsidiary of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit Subsidiary with respect to Taxes taxable years or portions thereof ending on or prior to the Effective Time of the SSSI Merger shall be for the account of Seller ((i) including and in the case of refunds arising by reason or credits of amended Tax Returns filed after the Closing Date (orSubsidiary or any subsidiary of the Subsidiary, with respect have been or shall be assigned to Brazil if there is a Delayed Closing Date, the Delayed Closing DateSeller), or otherwise, but (ii) excluding and any other refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid against Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and of any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to member of the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer Group shall be entitled to retain or, to for the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any account of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred SubsidiariesNew Sub. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to allocated under the principles set forth in Section 7.0112(a)(iii). Buyer shall promptly forward to, or reimburse Seller for, any such refunds or credits and interest due Seller after receipt thereof, and Seller shall promptly forward to, or reimburse New Sub for, any such refunds or credits and interest due New Sub after receipt thereof. In either case, the party entitled to such refund or credit shall reimburse the other party to the extent of any net Tax cost imposed on such other party in connection with the receipt of such refund or credit. Each party hereto shall cooperate with the other party as reasonably requested in making such filings as may be necessary and appropriate to seek any such refunds or credits.

Refunds. Parent Buyer and/or the Company shall pay or one of its Affiliates shall cause to be entitled to retain or, paid to the extent actually received by or otherwise available to Buyer or its AffiliatesSellers, receive prompt payment from Buyer in accordance with their respective Allocable Portions, any refunds of Taxes of the Company or any of its Affiliates (including the Transferred Subsidiaries) of, Subsidiaries plus any refund or any credit interest received with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after thereto from the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to applicable Taxing Authorities for any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Pre-Closing Working Capital as finally determined Straddle Period for which Sellers are responsible pursuant to Section 2.05. this Agreement (including, without limitation, refunds arising from amended returns filed after the Closing Date) within ten (10) Business Days after Buyer shall be entitled to retain or, to or the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Company or any of its Affiliates ofSubsidiaries receives such refund; provided, however, that amounts payable to Optionholders shall be paid to the Company for further payment by the Company to each Optionholder in accordance with each Optionholder’s Allocable Portion through payroll as set forth in Section 2(f)(ii). Buyer agrees that it will not carry back losses from Post-Closing Tax Periods to Pre-Closing Tax Periods. Notwithstanding the foregoing sentence, the amount of any such refund which is for the benefit of the Sellers (i) shall be reduced by (A) the amount of any Taxes, if any, on or incurred as a result of such refund and any costs and expenses incurred in connection with obtaining such refund and (B) the amount of outstanding claims pursuant to Section 6(d)(i); and (ii) shall not include any refund or credit with respect to Taxes (including refunds arising by reason which for the avoidance of amended doubt shall be for the benefit of the Buyer) (A) that results from an adjustment in Tax Returns filed after for a Pre-Closing Tax Period that results in an increase in Tax (exclusive of any Tax on the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwiserefund) with respect to for any Post-Closing Tax Period relating Period; (B) that was included in the calculation of either the Estimated Working Capital or Final Working Capital; (C) for Transfer Taxes or (D) attributable to the Transferred Subsidiariescarry back of any Tax asset attributable to a taxable period (or portion thereof) beginning following the Closing. Any refunds or credits of Taxes with respect To the extent a refund that gave rise to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant a payment by the Buyer and/or the Company to the principles set forth in Section 7.01Sellers, is subsequently disallowed, or otherwise reduced, the Sellers will be responsible, severally and not jointly, to return (all or the applicable portion) of the refund recovered from the Buyer and/or the Company plus (i) interest charged by the Governmental Entity on such refund; and (ii) reasonable costs and expenses imposed on the Buyer and/or the Company by a third-party as a result of such disallowance or reduction.

Refunds. Parent For cancelled Events, or one for other reasons in consultation with Client (such as postponed or rescheduled Events which provide for a refund window), AXS will process refunds for sales made via AXS’s merchant account on AXS channels, and all fees (with the exception of priority shipping) will be refunded to the consumer along with the Ticket price. AXS will deduct the amounts of such refunds and related chargebacks from the next Settlement Payment that becomes due and payable to Client. Notwithstanding anything herein to the contrary, in the event that AXS is not then currently holding sufficient Ticket proceeds otherwise owing to Client in the next Settlement Payment to cover such refunds and related chargebacks (or any other amounts owing to AXS pursuant to this Agreement), AXS may at its Affiliates election (i) offset the deficiency (or amount due, as the case may be) against future Settlement Payments, or (ii) invoice Client for the deficiency, which Client shall then remit electronically into an account specified by AXS within two (2) business days after receipt of AXS’s invoice. Additionally, AXS may, in its sole discretion, withhold payment of all refunds until it is holding or has received sufficient amounts to cover the refunds. AXS will make such refunds for a period of thirty (30) days after the date upon which AXS is in possession of the required funds with respect to a particular Event. After such thirty (30)-day period, Client shall be solely responsible for making all refunds for such Event. AXS shall be entitled to deduct and retain all payment administration fees incurred by AXS in connection with the refunded Event, with such reimbursement either being paid by Client immediately upon invoice or, at AXS’s sole discretion, such reimbursement amount being deducted from monies owed to Client under the extent actually received by or otherwise available next Settlement Payment(s), if AXS charges other comparable clients for same. With respect to Buyer or its Affiliatessales of Tickets via Client-controlled channels (such as the Venue box office, receive prompt payment from Buyer back office or any of its Affiliates (including the Transferred Subsidiaries) ofother Client-controlled sales channel), any refund or any credit with respect to Taxes (Client will: (i) including refunds arising by reason of amended Tax Returns filed after the Closing Date be solely responsible for all amounts refunded to customers and (orii) will be solely responsible for processing such refunds. For clarity, with respect to Brazil if there is a Delayed Closing Datesales of Tickets via Client’s merchant account, the Delayed Closing Date), or otherwise, but (ii) excluding Client will be solely responsible for processing refunds of Taxes withheld from payments to third parties that are required to be paid over to such third partiesTickets, e.g., for any refunds cancelled Events or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account postponed or rescheduled Events where a refund window is in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01effect.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, Except to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any a refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after is set forth on the Closing Date Balance Sheet as an asset and except for refunds or credits resulting from a carryback of an item from a Buyer Year (or, with respect to Brazil if there is a Delayed Closing Date, which shall be for the Delayed Closing Dateaccount of Buyer), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid of Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and of the Companies or the Subsidiaries for any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer Seller Year shall be entitled to retain or, to for the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any account of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred SubsidiariesSellers. Any refunds or credits of Taxes of the Companies or the Subsidiaries for any Buyer Year shall be for the account of Buyer. Any refunds or credits of Taxes for the Companies or the Subsidiaries for any Straddle Period shall be equitably apportioned between Sellers and Buyer. Buyer shall, if Sellers so request and at Sellers' expense, cause the Companies or the Subsidiaries to file for and obtain any refunds or credits to which Sellers are entitled under this Section 2(c). Buyer shall permit Sellers to control the prosecution of any such refund claim and, where deemed appropriate by Sellers, shall cause any Company or any Subsidiary to authorize by appropriate powers of attorney such Persons reasonably satisfactory to Buyer as Sellers shall designate to represent the Company or the Subsidiary with respect to Straddle Periods such refund claim, provided that Buyer may participate in any such proceeding at its own expense. Notwithstanding the foregoing, Sellers may not settle or otherwise resolve any refund claim that could affect the Tax liability of Buyer, or any Company or any Subsidiary for periods ending after the Closing Date without the consent of Buyer (such consent not to be unreasonably withheld). Buyer shall be apportioned between Pre-Closing Tax Periods pay or cause the Companies or the Subsidiaries to pay to Sellers any such refund within 20 days after the refund is received. Sellers and Post-Closing Tax Periods Buyer shall treat any payments that Sellers shall receive pursuant to this Section 2(c) as an adjustment to the principles set forth in Section 7.01purchase price for tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to Buyer causes any such payment not to be treated as an adjustment to the purchase price for Federal Tax purposes.

Refunds. Parent or one Buyer may, at its option, cause any of its Affiliates shall be entitled the Banner Companies to retain orelect, where permitted by applicable law, to carry forward or waive the extent actually received carry back of any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller (A) any refund of Taxes paid by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to Banner Companies for any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates ofthe Banner Companies, and (B) a portion of any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes paid by any of the Banner Companies for any Straddle Period (such portion to be allocated consistent with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.017.2(d) hereof) received by any of the Banner Companies, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer or any of the Banner Companies (or any of their respective Affiliates) for any period ending after the Closing Date resulting from such Tax refund; provided, however, that notwithstanding anything to the contrary set forth herein, with respect to the Pre-Closing Period ending on the Closing Date and any Straddle Period, the amount, if any, of any refund payable by Buyer to Seller pursuant to this Section 7.2(i) shall be determined by assuming, for Income Tax purposes, that (1) the Section 338(g) Election had not been made, (2) the Mexican Intercompany Loan was not made on or before the Closing Date and (3) no Change of Control Payments are required to be paid or will be paid, or will otherwise accrue for Income Tax purposes, in each case, on or prior to the Closing Date; provided, further, Seller shall not be entitled to any refund to the extent such refund relates to a carryback of a Tax attribute from any period ending after the Closing Date. Buyer shall pay (or cause to be paid) the amounts described in the second sentence of this Section 7.2(i) within thirty (30) days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto.

Refunds. Parent or one of its Affiliates The Seller shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding all refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent Taxes or any Asset SellersTaxes that are Excluded Liabilities (as described in Section 2.04(e)) or credits in lieu of such refunds, except to the extent that such refund was reflected refunds or credits in lieu of such refunds are accrued as an asset in the calculation of the Post-Closing Working Capital as finally determined pursuant Adjustment in accordance with Section 1.10. The Purchaser shall pay, or cause its Affiliates to Section 2.05. Buyer shall be entitled to retain orpay, to the extent actually received by Parent Seller the amount of any such refunds or credits to which the Seller is entitled pursuant to the preceding sentence in readily available funds within thirty (30) days of the actual receipt of the refund or credit or the application of such refund or credit, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of the Purchaser or its AffiliatesAffiliates incurred in connection with such refund or credit. To the extent permitted under applicable Law, receive prompt payment from Parent or all such Tax refunds will be claimed in cash rather than as a credit against future Tax liabilities. Neither the Purchaser nor any of its Affiliates ofshall carry back any item of loss, any refund deduction or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to which arises in any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between any Pre-Closing Tax Periods and Post-Closing Tax Periods Period. If any refund or credit paid over to the Seller pursuant to this Section 7.06 is subsequently disallowed or recaptured in whole or in part, the principles set forth Seller shall promptly return such excess to the Purchaser; provided, that, in no event shall the Seller be obligated to return any amounts to the Purchaser pursuant to this Section 7.017.06 in excess of the amounts it received from the Purchaser pursuant to this Section 7.06. For the avoidance of doubt, this Section 7.06 shall not apply to reimbursements in connection with ACA Insurer Taxes and any related Tax gross-ups.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer If Purchaser or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes (Target Company receives (i) including refunds arising by reason a Tax refund of amended Tax Returns filed after the Closing Date (orany Tax, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds a credit against Taxes otherwise payable in lieu of Taxes withheld from payments to third parties that are required to be paid over to such third partiesa refund, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities (iii) the release of excess Tax reserves (which were taken into account in Indebtedness the calculation of Final Net Asset Value) upon a final, binding and any Taxes taken into account in Net Working Capital) nonappealable determination with respect to any contingencies forming the basis of such reserves, which Tax refund, credit or release relate to Taxes previously paid in or provided for in respect of a Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, (except to the extent that such refund was reflected or credit (i) is shown as an asset in on the calculation Final Closing Statement for purposes of Closing Working Capital calculating, or otherwise taken into account as finally determined pursuant an increase to, the applicable Final Net Asset Value, (ii) results from the carryback of a Tax attribute arising from a taxable period (or portion thereof) beginning on or after Closing, or (iii) is one to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent which SC1:3335029.3 Purchaser or any of its Affiliates ofis entitled pursuant to the 2006 Agreements), Purchaser shall pay to the applicable Seller, within fifteen (15) Business Days following the actual receipt of such refund (or the application of such credit or release of such reserve), an amount equal to such refund (or credit or release) less (x) any expenses incurred by Purchaser, any of its Affiliates or any Target Company in connection with obtaining such refund (or credit or release) and (y) any Taxes incurred by Purchaser, any of its Affiliates or any Target Company in connection with the receipt or accrual of any such refund (or application of such credit or release). All other Tax refunds (or credits) and excess Tax reserves shall belong to Purchaser or to the applicable Target Company. Nothing in this Agreement is intended to alter the rights and obligations of the parties to the 2006 Agreement; provided, however, that to the extent that Parent is obligated pursuant to the 2006 Agreement to make a payment to Purchaser or an Affiliate of Purchaser by reason of the receipt by a Target Company of a Tax refund, Parent shall not be obligated to make such payment with respect to Taxes (including refunds arising a Tax refund received by reason of amended Tax Returns filed such Target Company after the Closing (or, with respect to Brazil if there is a Delayed applicable Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent or one Any tax refunds of its Affiliates shall be entitled to retain or, to the extent actually PEPL that are received by or PEPL, and any amounts credited against Taxes that would otherwise available to Buyer or its Affiliatesbe payable by PEPL in a Post-Closing Tax Period, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising paid by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is PEPL in a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the Transferred Subsidiariesreceipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, Parent or any Asset Sellers, except to the extent that such a claim for Tax refund was reflected as an asset or a Tax proceeding results in a payment or credit against Tax by a taxing authority to Buyer or PEPL of any Tax liability accrued on the Final Closing Balance Sheet and taken into account in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Capital, Buyer shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles Date or (ii) that are set forth on the Final Closing Balance Sheet and included in Section 7.01the calculation of Closing Working Capital.

Refunds. Parent or one of its Affiliates shall The Indemnifying Parties shall, subject to the next sentence, be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or amount of any of its Affiliates (including the Transferred Subsidiaries) of, any Tax refund or any credit for excess payments of Taxes of the Company and its Subsidiaries with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except (to the extent that such refund was reflected Taxes were (i) not included as an asset in the calculation of the Net Working Capital, (ii) paid by the Company or its Subsidiaries prior to the Closing Working Capital as finally determined pursuant or by an Indemnifying Party after the Closing and (iii) which refund or credit is actually received by the Company and its Subsidiaries after the Closing), net of any cost to Section 2.05. Buyer shall be entitled Purchaser and its Affiliates attributable to retain orthe obtaining and receipt of such refund or credit, except to the extent actually received such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit reduced the amount of Pre-Closing Taxes included in Indebtedness. Purchaser’s obligation under this clause (h) shall only be an obligation to set off any amount to which the Indemnifying Parties are entitled pursuant to the prior sentence, if any, at the end of Escrow Period of the Special Escrow, against any amount of Losses owed to Purchaser out of the Special Escrow (if any), but Purchaser shall not be required to pay or otherwise make available such amount(s) to the Company Securityholders. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Authority, the Company Securityholders agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by Parent or its Affiliatessuch Governmental Authority, receive prompt payment from Parent or any to Purchaser (and if not paid, Purchaser may utilize the Adjustment Escrow Amount and/or the Indemnification Escrow Amount to recover such amount). Notwithstanding anything to the contrary herein, the amount of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising payable by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods Purchaser pursuant to the principles set forth in this Section 7.016.3(h) shall not exceed $200,000.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Any Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date)refunds, or otherwise, but (ii) excluding refunds credits for the overpayment of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect Tax relating to any Pre-Closing Tax Period relating received by a Buyer, the Dutch Entity, or any of their Affiliates after the Closing Date in respect of Taxes of the Dutch Entity (including for the avoidance of doubt any refund of value added tax receivables received or to be received by the Dutch Entity to the Transferred Subsidiariesextent that they pertain to pre-Closing activities of the Remaining Entity) or the Assets, Parent in each case, that were paid on or any Asset before the Closing Date or were paid by the Seller Representative or the Sellers or indemnified after the Closing pursuant to Section 5.06(a) or Article VI, respectively, shall be for the account of the Sellers, except to the extent that such credit or refund was reflected as an asset included in the calculation determination of Closing Net Working Capital Capital, as finally determined finalized pursuant to Section 2.05. Buyer shall be entitled to retain or1.05, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any such Tax refund or credit with respect arises as the result of a carryback of a loss or other Tax attributable to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating Period. The applicable Buyer shall pay over to the Transferred SubsidiariesSeller Representative (for the benefit of, and further distribution to, the Sellers) the amount of any such Tax Refund within ten (10) Business Days after its receipt, net of any cost (including Taxes) incurred by a Buyer, the Dutch Entity and any of their Affiliates attributable to the obtaining and receipt of such Tax refund or credit. Any refunds Notwithstanding anything to the contrary in this Agreement, the Sellers shall promptly repay to such Buyer any such amount the Sellers received under this Section 5.06(g) (including any interest, penalties or credits other additional amounts imposed by a Taxing Authority) in the event that such refund or credit is subsequently disallowed or required to be returned to a Taxing Authority. The amount of any refund of Taxes with respect to of the Dutch Entity for any Straddle Periods Period shall be equitably apportioned between Pre-Closing Tax Periods the Buyers and Post-Closing Tax Periods pursuant to the Sellers in accordance with the principles set forth in Section 7.015.06(a)(iii).

Refunds. Parent or one of its Affiliates shall be entitled Purchaser agrees to retain or, pay to the extent actually received by or otherwise available Seller Representative (for further distribution to Buyer or its Affiliatesthe Sellers) the amount (less all costs, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) ofexpenses, any refund or any credit and Taxes with respect to Taxes the pursuit, receipt or payment thereof) of any cash Tax refunds or overpayment credits claimed in lieu of a cash Tax refund of the Company or a Subsidiary that relate to a Pre-Closing Tax Period (a “Pre-Closing Tax Refund”), (i) including refunds arising with respect to such a Tax refund, promptly upon the actual receipt thereof, or (ii) with respect to such an overpayment credit, when used by reason of amended the Company or the Subsidiary to reduce actual Taxes otherwise due and payable for a taxable period (or portion thereof) beginning after the Closing Date; provided, however, the term “Pre-Closing Tax Returns filed Refund” shall not include, and the Sellers shall not be entitled to, any Tax refund or credit (1) for a taxable period (or portion thereof) beginning after the Closing Date that arises from the use of a net operating loss, net capital loss, Tax credit or other Tax attribute generated or arising in a Pre-Closing Tax Period, (or2) for a Pre-Closing Tax Period that arises from the use of a net operating loss, with respect to Brazil if there is net capital loss, Tax credit or other Tax attribute generated or arising in a Delayed taxable period (or portion thereof) beginning after the Closing Date, (3) to the Delayed Closing Date)extent included as a positive adjustment the consideration paid under this Agreement, or otherwise, but (ii4) excluding refunds to the extent such Tax refund or credit is a refund or credit of Taxes withheld from payments not actually paid by the Company or the Subsidiary on or prior to third parties that are required the Closing Date or by the Sellers after the Closing Date pursuant to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to an indemnification obligation under this Agreement. If any Pre-Closing Tax Period relating Refund is subsequently disallowed, reduced or required to be returned by the Transferred Subsidiariesapplicable Governmental Body, Parent then the Seller Representative (on behalf of the Sellers) shall promptly pay to Purchaser an amount equal to such disallowed, reduced or any Asset Sellers, except required to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between returned Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth Refund (together with any interest, penalties or other amounts imposed by such Governmental Body in Section 7.01connection therewith).

Refunds. Parent or one Shareholders (on behalf of its Affiliates Holdco) shall be entitled to retain or, to any refund of Taxes of the extent actually received by or otherwise available to Buyer Company or its Affiliates, receive prompt payment from Buyer Affiliates attributable to taxable periods ending on or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect before to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect except to Brazil if there is the extent attributable to a Delayed post-Closing Date, adjustment or the Delayed Closing Date), or otherwise, but (ii) excluding refunds carryback of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect post-closing Tax attribute to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset taken into account in the calculation of the Final Closing Working Capital as finally determined Payment) to the extent such refund (or credit received in lieu thereof) relates to (A) estimated (or similar) tax payment paid by the Acquired Companies prior to the Closing or otherwise economically borne by the Shareholders and (B) any Tax that if it was a liability would be subject to indemnification under this Agreement by the Shareholders (on behalf of Holdco) and is received prior to the end of the survival of the representations contained in Section 4.5 pursuant to Section 2.059.1(a), net of any Tax or other cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund. Buyer shall pay, or cause to be paid, to Shareholders (on behalf of Holdco) any amount to which Shareholders (on behalf of Holdco) are entitled pursuant to retain or, the prior sentence within fifteen (15) Business Days of the receipt of the applicable refund or credit by Buyer or its Affiliates. All such refunds shall be claimed in cash rather than as a credit against future Tax liabilities to the extent actually received permitted by Parent applicable Law; provided that if such refund cannot be claimed, Buyer shall pay the Shareholders (on behalf of Holdco) such amount it is entitled within fifteen (15) Business Days of filing such Tax Return electing to credit or its Affiliates, receive prompt payment from Parent carryforward such refund. To the extent any such refund is subsequently disallowed or any of its Affiliates of, any refund or credit with respect required to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating be returned to the Transferred Subsidiaries. Any refunds applicable Taxing Authority, Shareholders (on behalf of Holdco) agree promptly to repay the amount of such refund, together with any interest, penalties or credits of Taxes with respect other additional amounts imposed by such Taxing Authority, to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Buyer.

Refunds. Parent If, after the receipt by Executive of a Gross-Up Payment or one payment by the Company of its Affiliates an amount on Executive’s behalf in connection with a claim pursuant to Section 3 above, Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 3 above, if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 3 above, a determination is made that Executive shall not be entitled to retain orany refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the amount of such payment shall offset, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Datethereof, the Delayed Closing Date), or otherwise, but (ii) excluding refunds amount of Taxes withheld from payments to third parties that are Gross-Up Payment required to be paid over to such third partiespaid. 6. Payment of the Gross-Up Payment. Any Gross-Up Payment, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer this Appendix I, shall be entitled paid by the Company to retain Executive within ten (10) days of the receipt of the 280G Firm’s determination that such a Gross-Up Payment is required; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment is remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 3 above that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Internal Revenue Service or any other applicable taxing authority, for the benefit of its Affiliates ofExecutive, all or any refund or credit with respect portion of any Gross-Up Payment, and Executive hereby consents to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01such withholding.

Refunds. Parent Buyer shall pay (or one cause to be paid) to Seller any Tax refunds that are actually received by any Transferred Entity (or Buyer or any Affiliate of its Affiliates shall be entitled Buyer on any Transferred Entity’s behalf), and any amounts credited against Tax to retain orwhich any Transferred Entity (or Buyer or any Affiliate of Buyer on any Transferred Entity’s behalf) becomes entitled, in each case, (i) that relate to Tax periods (or portions of a Straddle Period) ending on or before the Closing Date, (ii) except to the extent actually received by any such refund (x) arises as a result of carryback of loss or otherwise available to Buyer or its Affiliates, receive prompt payment other Tax Benefit from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed a period beginning after the Closing Date or (ory) was taken into account in the calculation of Purchase Price (as finalized pursuant to 45 Section 3.04), and (iii) net of costs and expenses incurred by the Buyer and its Subsidiaries, including Taxes, with respect to Brazil if there is such refunds of Taxes. Buyer shall file (or cause to be filed), at the cost and expense of the Seller Parties, all Tax Returns (including amended Tax Returns) claiming any refunds, including through the carryback of any net operating losses that are attributable to a Delayed Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from immediately preceding sentence. Any payments to third parties that are required to be paid over made under this Section 9.05 shall be made in immediately available funds, to an account or accounts as directed by Seller, within five days of the receipt of the refund or the application of any such third partiesrefunds as a credit against Tax for which Seller has not otherwise agreed to provide indemnification under this Agreement. For purposes of this Section 9.05, Buyer or any Affiliate of Buyer shall be treated as becoming entitled to a credit in lieu of cash Taxes only if, when and to the extent that such credit is actually utilized on a Tax Return filed by the Buyer or an Affiliate of Buyer after the Closing. Notwithstanding anything to the contrary in this Section 9.05, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to of Creditable VAT which is the Transferred Subsidiaries, Parent or any Asset Sellers, except to responsibility of the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined Buyer pursuant to Section 2.05. Buyer 9.07 shall be entitled to retain or, to for the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any benefit of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Buyer.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually Any refunds received by or otherwise available to Buyer or its AffiliatesBuyer, receive prompt payment from Buyer the Company or any Subsidiary thereof (and any equivalent benefit obtained through a reduction in Tax liability for a post-Closing Date period) of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect Taxes relating to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after taxable periods or portions thereof ending on or before the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties any Straddle Period that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating allocated to the Transferred SubsidiariesSellers under Section 7.1, Parent or any Asset Sellers, in each case (x) except to the extent resulting from the carryback of a net operating loss or carryback of another Tax attribute, resulting from any transactions of the Company occurring on or after the Closing Date, or resulting from a payment by Buyer to Sellers pursuant to Section 7.2(a) or Section 7.2(b) and (y) only to the extent not specifically reflected in the Price Components included in the Purchase Price Statement or the Estimated Purchase Price Statement shall be for the account of the Sellers, and Buyer shall pay over to the Sellers, in accordance with the Seller Allocation, the amount of any such refund or benefit (net of any Tax or other cost to Buyer, the Company or any of their Affiliates of the accrual or receipt of such refunds or the utilization such benefits) within five days of the receipt of such refund or benefit. Buyer shall, if the Seller Representative so requests and at the Sellers’ expense, file (or cause to be filed) a claim for any refunds or equivalent amounts to which a Seller is entitled hereunder. Buyer shall permit the Seller Representative to control (at Sellers’ expense) the prosecution of any such refund claimed, provided that such refund was reflected as would not reasonably cause an asset in adverse effect to Buyer or the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent Company for any period (or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed portion thereof) after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent Any Tax refunds that are actually received by the Company Group, and any amounts actually credited against cash Taxes payable by the Company Group (including any interest paid or one of its Affiliates shall be entitled credited with respect thereto), in each case with respect to retain or, a Pre-Closing Tax Period to the extent actually received such Taxes were paid by or otherwise available to Buyer or its the Sellers and their Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred SubsidiariesCompany Group Members, prior to the Closing, or by Sellers and their Affiliates under Section 6.8(b) of, any refund or any credit with respect to Taxes ((i6.8(c) including refunds arising by reason of amended Tax Returns filed after the Closing Date (oror were specifically included as a liability in Company Indebtedness or Net Working Capital in the Final Closing Statement, with respect to Brazil if there is a Delayed Closing Datewill be for the account of Sellers, and the Delayed Closing Date), Company will pay or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required cause to be paid over to Sellers an amount equal to such third partiesrefund or amount of any such credit within 15 days after receipt or utilization thereof, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and net of any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating or other costs to the Transferred Subsidiaries, Parent Company Group attributable to the obtaining and receipt of such refund or any Asset Sellers, credit and except to the extent that any such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, or such refund or credit was reflected included as an asset in the calculation of Closing Company Indebtedness or Net Working Capital Capital, as finally determined pursuant to Section 2.052.6. Any such refunds or credits relating to any Straddle Period will be equitably apportioned between the Company and Sellers in accordance with Section 6.8(d). Upon reasonable written request of Sellers, Buyer shall be entitled will, at Sellers’ expense, reasonably cooperate with Sellers in causing the applicable Company Group Member to retain orfile for, and use commercially reasonable efforts to obtain the receipt of, any refund that is for the account of Sellers under this Section 6.8(h), to the extent actually received permitted by Parent or its Affiliates, receive prompt payment from Parent or any applicable Law. Buyer may request that Sellers provide reasonable documentation in support of its Affiliates of, any such refund request under this Section 6.8(h). To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Entity, Sellers agree to promptly repay the amount of such refund or credit, together with respect any interest, penalties or other additional amounts imposed by such Governmental Entity, to Taxes the Company Group. The parties hereto acknowledge and agree that Buyer and its Affiliates (including refunds arising by reason the Company Group Members) shall have the right to set off and withhold from the payment of amended Tax Returns filed any amount payable under this Section 6.8(h) the amount of any Taxes for which Sellers are obligated to pay pursuant to Section 6.8(b), Section 6.8(c) or Section 6.8(l). Notwithstanding anything to the contrary in this Agreement, Seller’s right to any refund of Taxes under this Section 6.8(h) shall survive only for so long as the period for which Buyer and its Affiliates (for the avoidance of doubt, including the Company Group Members from and after the Closing (orClosing) are entitled to indemnification under Section 6.8(l). Unless requested by Sellers in writing or otherwise required by applicable Law, with respect Buyer will not carry back, and will not cause or permit any Company Group Member to Brazil if there is a Delayed carry back, any net operating loss, capital, or other Tax attribute of such Company Group Member to any periods ending on or prior to the Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any Tax refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds for overpayment of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds actually received by Buyer or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) its Affiliates with respect to any Pre-Closing Tax Period relating to the Transferred SubsidiariesPurchased Assets (other than with respect to any VAT or Conveyance Taxes), Parent net of any reasonable out-of-pocket expenses or any Asset SellersTaxes incurred by Buyer or its Affiliates in obtaining such refunds or credits. Notwithstanding the foregoing, except (i) to the extent that any such Tax refund is subsequently disallowed or required to be returned to the applicable Taxation Authority and Buyer has paid over such refund to Parent pursuant to this Section 7.01, Parent and its Affiliates agree to promptly repay the amount received in respect of such Tax refund, together with any interest and other additional amounts imposed by such Taxation Authority, to Buyer and (ii) in no event shall this Section 7.01 require the Buyer or any Affiliate of Buyer to make any payment for a refund or credit that results from the payment of Taxes with respect to a Pre-Closing Tax Period made on or after the Closing Date to the extent (X) Buyer was reflected as an asset not indemnified or otherwise reimbursed for such Taxes and (Y) such Taxes were not taken into account in the calculation of Closing Indebtedness or Assumed Net Working Capital as finally determined Capital, or (C) that gives rise to a payment obligation by Buyer or any of its Affiliates under applicable Laws or pursuant to Section 2.05a provision of a contract or other agreement entered (or assumed) by Parent, Seller or their Affiliates prior to the Closing. Notwithstanding anything else herein, unless otherwise required by applicable Law, Buyer and its Affiliates shall not amend any Tax Return with respect to a Purchased Asset for a Pre-Closing Tax Period without the prior written consent of Parent. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to (i) VAT or (ii) Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred SubsidiariesPeriod. Any Tax refunds or credits for overpayment of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.017.06.

Refunds. Parent or one of its Affiliates shall be entitled to retain orExcept as provided in the Ancillary Agreements, to the extent any Tax refund (including any interest actually received with respect thereto) that is actually received by or otherwise available to Buyer or its AffiliatesPurchaser, receive prompt payment from Buyer the Seller Subsidiaries or any Affiliate of its Affiliates (including the Transferred Subsidiaries) ofPurchaser, any refund or any credit against Taxes that is actually claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser on a Tax Return, for (a) Taxes of or relating to any of the Seller Subsidiaries, the Business or the Transferred Assets for any taxable period ending on or prior to the Closing Date or (b) any Taxes for which Seller is liable pursuant to this Agreement or the Ancillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be the property of Seller and shall be paid over promptly to Seller; provided , however , that any such refund or credit which is accrued as an asset on the Final Statement of Assets and Liabilities shall be the property of Purchaser. Notwithstanding the foregoing sentence, subject to Section 12.02(e), any Tax refund (or equivalent benefit to Seller or any Affiliates of Seller through a reduction in Tax liability) for a taxable period ending on or before the Closing Date arising out of the carryback of a loss or credit of or with respect to Taxes ((i) including refunds the Seller Subsidiaries, the Business or the Transferred Assets arising by reason of amended Tax Returns filed in a taxable period ending after the Closing Date (orand that is actually received by Seller or any Affiliates of Seller, shall be the property of Purchaser and shall be paid over promptly to Purchaser; provided , however , that to the extent the amount of any such refund is due to a carry back to a tax year with respect to Brazil if there is a Delayed Closing Date, which the Delayed Closing Date), or otherwisestatute of limitations has, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to for such third partiescarryback, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness expired and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected is reduced as an asset in a result of the calculation assessment of Closing Working Capital as finally determined any additional Taxes for which Purchaser could bring a claim for indemnity pursuant to Section 2.05. Buyer 12.1(a) but for this sentence, none of Seller, FGWLA or CLAC shall be entitled liable or required to retain orindemnify Purchaser, its Affiliates or the Seller Subsidiaries for such additional Taxes or shall be liable or required to indemnify Purchaser, its Affiliates or the extent Seller Subsidiaries for the amount of any lost refund or for the loss of any carryback item of loss or credit. For purposes of determining whether any refund, credit or equivalent benefit is actually received by Parent or its Affiliatesclaimed for purposes of this Section 12.03, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods all such items shall be apportioned between Pre-Closing applied in the order prescribed by applicable Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01law.

Refunds. Parent Any refund or one credits (including any interest received from a Governmental Authority with respect thereto) of its Affiliates shall be entitled to retain orTaxes of the Company for any Pre-Closing Tax Period, except to the extent actually taken into account as an asset in determining Final Working Capital, shall be for the account of the Holders (based on their Payment Percentages) to the extent (i) such refund is received by within eighteen (18) months after the Closing Date, or otherwise available to (ii) such credit is recognized and results in a reduction in the cash Tax liability of the Company or the Buyer or its AffiliatesAffiliates within eighteen (18) months after the Closing Date. Any such refund or credit of Taxes of the Company for any Straddle Period shall be equitably apportioned between the Holders and Buyer in the same manner as Section 6.1(b). Buyer shall forward, receive prompt payment from Buyer or any of and shall cause its Affiliates (including the Transferred SubsidiariesCompany) ofto forward, any to Holders Representative the amount of such refund or credit (net of any credit reasonable expenses associated with respect to Taxes ((i) obtaining such refund or credit, including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to imposed on the Transferred Subsidiaries, Parent party receiving or any Asset Sellers, except to the extent that recognizing such refund was reflected as an asset or credit in respect of the calculation receipt or recognition of Closing Working Capital as finally determined pursuant to Section 2.05such refund or credit) within twenty (20) days after such refund or credit is received or recognized. Buyer shall be entitled shall, if the Holders Representative so requests and at the Holders Representative’s expense, cause the Company to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, file for and obtain any refund or credit with respect to Taxes (including refunds arising by reason which a Holder is entitled under this Section 6.3 if done within the period of amended Tax Returns filed time that would reasonably allow receipt or recognition of the refund or credit within the 18 month period after the Closing Date, and provided that filing for or obtaining such refund or credit would not result in any material Tax detriment to the Company, the Buyer or any Affiliate thereof. Holders Representative (oror the Holders based on their Payment Percentages) shall repay to the Company the amount paid to Holders Representative pursuant to this Section 6.3 (plus any penalties, with respect interest or other charges imposed by the relevant Governmental Authority) in the event that the Company is required to Brazil if there repay the applicable refund or an amount attributable to an applicable credit to such Governmental Authority, including, for the avoidance of doubt, in the event that such repayment is a Delayed required more than eighteen (18) months after the Closing Date. For purposes of this Section 6.3 only, the Delayed Closing), or otherwise) with respect to any Postterm “Affiliate” shall mean only those entities that are under Buyer’s control and majority-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01owned.

Refunds. Parent or one of its Affiliates The Sellers shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt ------- immediate payment from Buyer any Company, its subsidiaries or any of its Affiliates (including the Transferred Subsidiaries) Purchaser of, any tax refund or any credit with respect to Taxes ((i) including including, without limitation, refunds arising by reason of amended Tax Returns returns filed after the Closing Date) or credit of federal, state, local or foreign taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any Company or any of its subsidiaries, that were paid with respect to a period ending on or prior to the Closing Date and if Sellers were liable under this Agreement for the payment of such Taxes, provided that there is no corresponding increase in a Tax attributable to the Purchaser, the Companies or their subsidiaries after the Closing Date. In addition, any reduction of Taxes (or"Reduced Taxes") due with respect to the ------------- assets or business of the Companies or their subsidiaries for any period or partial period ending after the Closing Date that is attributable to an adjustment on audit by a taxing authority requiring the Companies or their subsidiaries to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax return as originally filed for periods ending on or prior to the Closing Date shall be credited to the Sellers, and Purchaser shall pay over such Reduced Taxes to the Sellers promptly after the receipt of any refund of Taxes attributable thereto or the payment of any Reduced Tax or the reporting of any Tax liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Purchaser, if any, to amend any Tax returns in order to pursue such refund. Any dispute with respect to Reduced Taxes shall be resolved by the Third Party Accountant, and any such determination by the Third Party Accountant shall be final. The Purchaser shall be entitled to the benefit of any refund or credit of federal, state, local or foreign taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any Company or any of its subsidiaries, that were paid with respect to a period after the Closing Date. In addition, any tax refund for a period before the Closing Date arising out of the carryback of a loss or credit incurred by the Companies or their subsidiaries in a taxable period ending after the Closing Date shall be the property of Purchaser and, if received by the Sellers, shall be paid over promptly to the Purchaser. The Purchaser and the Sellers agree to cooperate, and the Purchaser agrees to cause each Company, its subsidiaries and its other affiliates to cooperate with the Sellers, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Dateclaiming any refund referred to in this Section 4.4(d), or otherwise, but (iiprovided that the Sellers shall not be obligated by the terms of this Section 4.4(d) excluding refunds of Taxes withheld from payments to third parties that are required amend any Tax return previously filed in order to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating claim a refund attributable to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation carryback of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund a loss or credit with respect to Taxes (including refunds arising incurred by reason of amended Tax Returns filed the Companies or their subsidiaries in a taxable period after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent The Buyer shall pay (or one cause to be paid), net of its Affiliates reasonable expenses incurred in connection therewith (provided, however, such expenses shall not include costs incurred in connection with the ordinary course preparation and filing of any Tax Return for a Post-Closing Tax Period or in accordance with Section 10.3), to the Seller (a) any Tax refunds (including any interest paid thereon) that are received by any Transferred Entity or the Buyer (or any Affiliate of the Buyer), and any amounts credited or creditable against Tax (or otherwise Tax compensated or compensable) to which any Transferred Entity or the Buyer (or any Affiliate of the Buyer) becomes entitled, that relate to Taxes that are Excluded Liabilities or Covered Taxes, to the extent the Seller is required to reimburse the Buyer for such Covered Taxes pursuant to Section 10.03, and (b) any over accruals of Taxes that are accrued as a Liability in the Final Closing Statements; provided, however, that the Buyer shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including Tax refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was refunds are reflected as an asset in for purposes of, and taken into account in, the calculation of Final Closing Working Capital as finally determined Statement. The Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which the Seller is entitled pursuant to the immediately preceding sentence. Any payments required to be made under this Section 2.05. Buyer 10.06 shall be entitled to retain ormade in immediately available funds, to an account or accounts as directed by the extent actually received by Parent Seller, within fifteen (15) days of the receipt of the refund, the filing of a Tax Return reflecting availability of the credit or its Affiliatesthe filing of a Tax Return showing a lesser amount of Taxes payable than the amount accrued therefor as a Liability on the Final Closing Statement, receive prompt payment from Parent or as applicable. Notwithstanding anything to the contrary herein, Section 7.15 of the Disclosure Letter and not this Section 10.06 shall govern as it relates to the tax refund matters set forth thereon. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, if any of its Affiliates of, any Tax refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating payment to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods Seller pursuant to the principles set forth in this Section 7.01.10.06 or,

Refunds. Parent or one of its Affiliates The Sellers shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt immediate payment from Buyer any member of any Company Group or any of its Affiliates (including the Transferred Subsidiaries) Purchaser of, an amount equal to any refund or any credit for Taxes that were paid with respect to Taxes a period or portion thereof ending on or prior to the Closing Date ((i) including including, without limitation, refunds arising by reason of amended Tax Returns returns filed after the Closing Date) plus any interest thereon received with respect thereto from the applicable taxing authority relating to any member of any Company Group or any German Branch. In addition, if as a result of an adjustment on audit by a taxing authority or as a result of an administrative or judicial proceeding for periods or portions thereof ending on or prior to the Closing Date of any member of any Company Group or any German Branch, expenses which had been deducted are required to be capitalized, or deductions or credits that had been deducted or claimed on a Tax Return are required to be deferred to any period or partial period ending after the Closing Date, and in connection with such audit or administrative or judicial proceeding an amount is payable by a Seller pursuant to Section 4.4(a), the amount of such payment shall be reduced by any reduction of Taxes as a result of such audit or administrative or judicial proceeding (orassuming all other items of deduction then available are realized first) with respect to the assets or business of any member of any Company Group or any German Branch for any period or partial period ending after the Closing Date("REDUCED TAXES"); PROVIDED, that if any such Reduced Taxes arise after the date on which payment is made by a Seller pursuant to Section 4.4(a), the applicable Company or the Purchaser shall pay over an amount equal to such Reduced Taxes promptly after such reduction in Taxes occurs. In the case of any refund received by, or Reduced Taxes realized by, a Company listed on Exhibit B-1 or any of such Company's Subsidiaries or Thermometrics Beijing, the refund or Reduced Taxes payable to the Sellers or the reduction to the amount payable by the Sellers in the case of Reduced Taxes shall be such amount multiplied by the Applicable Percentage and shall be paid by the Purchaser. Any dispute with respect to refunds or Reduced Taxes shall be resolved by the Third Party Accountants, and any such determination by the Third Party Accountants shall be final. The Purchaser and the Sellers agree to Amended and Restated 22 Stock Purchase Agreement cooperate, and the Purchaser agrees to cause each Company Group member and its other Affiliates to cooperate with the Sellers, with respect to Brazil if there is a Delayed Closing Date, claiming any refund or realizing the Delayed Closing Datebenefit of any Reduced Taxes referred to in this Section 4.4(d), including notifying the Sellers or the Purchaser, as the case may be, of the existence of any facts that would constitute a reasonable basis for claiming such a refund or Reduced Taxes, providing all relevant information available to the Sellers or the Purchaser (through any member of any Company Group or otherwise), but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third partiesas the case may be, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing such claim, filing and diligently pursuing such claim (including by litigation, if appropriate) and, in the case of the party filing such a claim, consulting with the other party prior to agreeing to any disposition of such claim, provided that the Sellers shall not be obligated by the terms of this Section 4.4(d) to amend any Tax Period relating Return previously filed in order to claim a refund attributable to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation carryback of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund a loss or credit with respect to Taxes (including refunds arising incurred by reason any member of amended Tax Returns filed any Company Group in a taxable period after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent Any Taxes of the Acquiring Companies, the Acquired Companies or one their Subsidiaries that are paid in respect of a Pre-Closing Period and that are refunded to Holdco or any of its Affiliates shall be entitled paid to retain orConAgra or its designee, except as otherwise provided in this Section 13.6. The term "refunds," "refunded" or derivatives of such terms generally shall include, but are not limited to, refunds of Taxes, overpayments of Taxes, and reductions in Taxes or estimated Taxes (whether by way of credit, reduction, offset or otherwise). Holdco shall or shall cause its Affiliates to pay to ConAgra or its designee any such refunds within ten (10) days of the receipt thereof and shall pay to ConAgra, or its designee, the amount of any refunds utilized (i) as a deposit for or payment of estimated Taxes of any Acquiring Company, Acquired Company or their Subsidiaries or (ii) to reduce the liability for Taxes of any Acquiring Company, Acquired Company or their Subsidiaries, whether by way of credit, reduction, offset or otherwise for any taxable period (other than a Pre-Closing Period with respect to uncollected Taxes not accrued as a liability on the Final Processing Closing Balance Sheet in the case of refunds attributable to any Processing Company or on the Final Cattleco Closing Balance Sheet in the case of refunds attributable to Cattleco) within ten (10) days of the utilization thereof, except (a) in the case of refunds of Taxes attributable to any Processing Company, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates accrued as an asset on the Final Processing Closing Balance Sheet (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities and taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.calculating 108

Refunds. Parent or one The amount of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any refund of its Affiliates any Taxes (including any interest thereon) of any Acquired Company or the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect Parent attributable to any Pre-Closing Tax Period relating to after December 31, 2012 that is received by Buyer, its Affiliates, the Transferred Parent, the Company or any of its Subsidiaries after the Closing shall be: (i) in the case of the Company or any of its Subsidiaries, Parent or any Asset for the benefit and account of the Sellers, except and (ii) in the case of the Parent, for the benefit and account of the Parent Shareholders, except, in any case, to the extent that any such refund was reflected (y) is included as a Current Asset and taken into account in the final and binding Adjusted Net Working Capital pursuant to Section 2.5, or (z) results from the carryback of any net operating loss, credit or other Tax attribute from any Taxable period (or portion of a Taxable Period) beginning after the Closing Date. Any such Tax refund shall be paid by Buyer to the Representatives, as applicable, each in the amount of their Pro Rata Share, within five days after any such refund is received. For the avoidance of doubt: to the extent permitted by applicable Law, any net operating loss (including a net operating loss attributable to or arising from payments made under the Equity Incentive Plan and/or Transaction Bonuses), credit or other similar Tax attribute of Parent or any Acquired Company attributable to a Pre-Closing Tax Period of the Company shall first be carried back to a Pre-Closing Tax Period of Parent or any Acquired Company, and to the extent such net operating loss, credit or other similar Tax attribute is carried back to a Pre-Closing Tax Period of Parent or any Acquired Company and produces a Tax refund for Parent or any Acquired Company with respect to a Pre-Closing Tax Period that is for the account of the Parent Shareholders or the Madison Group Sellers, as applicable, in accordance with the first sentence of this Section 7.8(f), such Tax refund obtained shall be for the account of the Parent Shareholders or the Madison Group Sellers, as applicable, and the related Tax refund obtained shall be paid to the Parent Shareholders’ Representative (for the benefit and account of the Parent Shareholders) or the Madison Group Sellers’ Representative (for the benefit and account of the Madison Group Sellers), as applicable, within ten Business Days after such refund is received; and the related Tax refund obtained shall be treated as an asset adjustment to the consideration payable to the Parent Shareholders or the Madison Group Sellers, as applicable. Also, for the avoidance of doubt, Buyer shall have no obligation to reimburse or otherwise make any payment under this Section 7.8(f) (or any other provision of this Agreement) to the Sellers, the Representatives, or any other Person as a result of the availability or utilization in a Taxable period (or portion thereof) beginning after the Closing Date of any net operating loss, credit, or other Tax attribute of Parent or any Acquired Company that is attributable to any Pre-Closing Tax Period. For the avoidance of doubt, the previous sentence shall not be interpreted to mean that the net operating loss of Parent referred to in the previous sentence cannot be used as an offset for the accrued Tax liability arising from the change in the method of accounting as reflected in the calculation of Closing Net Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.on Exhibit A.

Refunds. Parent Any refund of Affiliated Group Taxes (including any interest in respect thereof) received by Purchaser or one any of its Affiliates the Business Subsidiaries, and any amounts credited against such Affiliated Group Taxes in lieu of a Tax refund to which Purchaser or any of the Business Subsidiaries becomes entitled (including by way of any amended Tax Returns or any carryback filing) for any Tax period or portion thereof ending on or prior to the Closing Date shall be entitled to retain or, for the account of Seller to the extent actually received by such Affiliated Group Taxes were paid on or prior to the Closing or indemnified or otherwise available to Buyer economically borne by Seller or its Affiliates, receive prompt payment from Buyer or . Purchaser shall pay over to Seller any of its Affiliates (including the Transferred Subsidiaries) of, any such refund or the amount of any such credit with respect in lieu of a Tax refund (reduced by any costs or Taxes incurred in obtaining such refund or credit) within five (5) Business Days after receipt or, in the case of a credit in lieu of a Tax refund, after Purchaser or the Business Subsidiaries become entitled to Taxes ((i) such credit as a result thereof. For purposes of this Section 8.02, where it is necessary to apportion a refund or credit in lieu of a Tax refund between Purchaser and Seller for a Tax period that includes but does not end on the Closing Date, such refund or credit shall be apportioned between the portion of such period ending on and including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect and the period deemed to Brazil begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of the Business Subsidiaries as if there is a Delayed such taxable period ended on and included the Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties except that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Affiliated Group Taxes with respect to Straddle Periods imposed on a periodic basis shall be apportioned between Pre-Closing allocated on a daily basis. Purchaser shall cooperate, and cause the Business Subsidiaries to cooperate, in obtaining any Tax Periods and Post-Closing refund for any Affiliated Group Taxes for any Tax Periods pursuant period ending on or prior to the principles set forth in Section 7.01Closing Date.

Refunds. Parent If the Company is entitled to claim a refund from a Governmental Authority of Taxes in respect of any taxable period (or one portion thereof) ending on or before the Closing Date or any other Taxes as to which the Seller is responsible to indemnify pursuant to Section 9.8(b) (in each case, relating to the resolution of its Affiliates a Contest described in Section 9.8(d)), it shall promptly notify the Seller of the availability of such refund claim and, upon the Seller’s request and at the Seller’s expense, shall make a timely claim to such Governmental Authority for such refund. The Seller will be entitled to retain orany credits and refunds of Taxes in respect of any taxable period (or portion thereof) ending on or before the Closing Date or any other Taxes as to which the Buyer has been indemnified by the Seller pursuant to Section 9.8(b) (in each case, including pursuant to a claim for refund made pursuant to the extent actually received by or otherwise available to preceding sentence). The Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any shall cause such refund or the amount of such credit to be paid to the Seller promptly after it is received or applied against any credit with respect Tax liability which relates to Taxes a taxable period ((ior the portion of a Straddle Period) including refunds arising by reason of amended Tax Returns filed that begins after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, net of reasonable fees or expenses incurred by the Delayed Closing Date), Buyer or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to the Company in obtaining such third parties, any refunds refund or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to credit. To the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any a refund or credit with respect against Taxes that gave rise to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there a payment hereunder is a Delayed Closing Datesubsequently disallowed or otherwise reduced, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating Seller shall pay to the Transferred Subsidiaries. Any refunds Buyer the amount of such disallowed or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01reduced refund or credit against Taxes.

Refunds. Parent or one of its Affiliates Without duplication, Seller shall be entitled to retain or, to the extent actually received by any refunds or otherwise available to Buyer credits of or its Affiliates, receive prompt payment from Buyer or against any of its Affiliates Taxes (including interest thereon received from the Transferred Subsidiariesrelevant Tax Authority) of, any refund or any credit with respect to Taxes for which Seller is responsible under this Agreement ((i) including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) (or“Tax Refunds”) that are actually received or realized by Purchaser, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date)any Transferred Entity, or otherwise, but (ii) excluding refunds any of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect their respective Affiliates relating to any Pre-Closing Tax Period relating to (including the Transferred Subsidiaries, Parent or portion of any Asset Sellers, except to Straddle Period ending on the extent that Closing Date). Any such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer Tax Refund for any Straddle Period shall be entitled equitably apportioned to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit Seller in accordance with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.018.2. If Seller determines that Purchaser, any Transferred Entity, or any of their respective Affiliates is entitled to file or make a formal or informal claim for refund or file an amended Tax Return, in each case, that would result in a Tax Refund, then Purchaser shall, if Seller so requests and at Seller’s expense, cause the relevant Person to file or make such claim or file such amended Tax Return, including through the prosecution of any proceeding which Seller directs Purchaser, any Transferred Entity, or any of their respective Affiliates. Purchaser shall use commercially reasonable efforts to, and to cause its Affiliates (including the Transferred Entities) to, pursue, obtain and expedite the receipt and realization of any Tax Refund that they are entitled to under applicable Law as soon as reasonably practicable after the Closing Date. Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to, forfeit or fail to collect any Tax Refund, whether through any election to waive any carryback of a net operating loss or otherwise. To the extent permitted by applicable Law, Purchaser shall and shall cause its Affiliates (including the Transferred Entities) to cause the applicable Tax Authority that issues any Tax credit that is described in this Section 8.9 to issue a cash refund in lieu of such Tax credit. If Purchaser or any of its Affiliates (including the Transferred Entities) actually receives or realizes a Tax Refund, then Purchaser shall pay, or cause its Affiliates to pay, to Seller the amount of such Tax Refund (including any interest paid thereon by the relevant Tax Authority) within fifteen (15) days of the receipt of the Tax Refund, or the application of such Tax Refund against current or future amounts otherwise payable. Seller is not entitled to Tax Refunds that may arise from Taxes borne by Purchaser in connection with this Agreement.

Refunds. Parent or one of its Affiliates The Shareholder shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt immediate payment from Buyer any member of the Company Group or any of its Affiliates (including the Transferred Subsidiaries) Purchaser of, any Tax refund or any credit with respect to Taxes ((i) including including, without limitation, refunds arising by reason of amended Tax Returns returns filed after the Closing Date) or credit of any Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the Company Group, which the Shareholder is responsible for under Section 4.3(a)(i) or has otherwise paid or caused to be paid or otherwise borne the economic burden of by reason of any Tax being taken into account in computing the Year End Working Capital. The Purchaser shall be entitled to the benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the Company Group. For avoidance of doubt, the Shareholder and the Purchaser agree that the Purchaser shall be entitled to the benefit of any refund of Taxes for which the Purchaser is responsible under Sections 4.3(a)(i)(C) and 4.3(a)(ii)(D). No member of the Company Group shall carry back any net operating loss, capital loss, tax credit or other tax item from any taxable year (or portion thereof) beginning after the Closing Date to any taxable year (oror portion thereof) ending on or before the Closing Date for federal, state or local income tax purposes, and any refund of or credit for any Tax arising from any such carryback shall belong to the Shareholder and the Shareholder shall not be obligated to pay any such refund or credit to the Company Group, provided, that a member of the Company Group may so carry back any such loss, credit or other tax item (i) if such member of the Company Group is required by applicable tax law only to carry back any such loss, credit, or other tax item, (ii) with respect to Tax Returns other than those Tax Returns that have included at least one member of the Company Group and the Shareholder (or any Non-Company Affiliate), but only to the extent such carryback may not adversely affect the Tax liability of the Shareholder or any Non-Company Affiliate or (iii) with respect to Taxes other than federal income taxes for which the Purchaser is responsible under Section 4.3(a)(ii), and in any of such events such member of the Company Group shall be entitled to retain, and the Shareholder shall pay over to such member of the Company Group, any refund of or credit for Tax resulting from such carryback. The Purchaser and the Shareholder agree to cooperate, and the Purchaser agrees to cause the Company Group to cooperate with the Shareholder, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds claiming of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect referred to Taxes (in this Section 4.3(c), including discussing potentially available refunds arising or credits and preparing and filing any amended Tax Return or other claim for a refund. In the event the Closing occurs after December 31, 1997 and the Shareholder or any Non-Company Affiliate realizes any Tax benefit by reason of amended Tax Returns filed after any net operating loss or capital loss incurred by the Company Group during the Short Closing (or, with respect to Brazil if there is a Delayed Closing DatePeriod, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating Shareholder shall pay to the Transferred Subsidiaries. Any refunds Company any such Tax benefit as and when the Shareholder or credits such Non-Company Affiliate actually realizes such Tax benefit, the amount of Taxes with respect to Straddle Periods which shall be apportioned between Pre-Closing Tax Periods certified by the responsible officer and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01independent public accountants of the Shareholder.

Refunds. Parent or one The amount of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to of the Company for any Pre-Closing Tax Period relating (other than any refund resulting from the carryback of a net operating loss or other Tax attribute from a period beginning after the Closing Date to a period ending on or prior to the Transferred SubsidiariesClosing Date, Parent which refund shall be for the account of Buyer) received by Buyer or any Asset Sellersthe Company after the Closing Date (or credited against Taxes of Buyer or the Company attributable to Tax periods after the Closing Date) in respect of Taxes of the Company paid on or before the Closing Date or were otherwise borne by Seller pursuant to this Agreement (each a “Tax Refund”) shall be for the account of Seller; provided, except to the extent that such refund was reflected as an asset amounts shall be net of (i) any third party costs or expenses incurred by the Company or Buyer after the Closing Date in obtaining such Tax Refunds after the calculation of Closing Working Capital as finally determined Date, (ii) any undisputed amounts owed by Seller pursuant to Section 2.05. Buyer shall be entitled to retain or7.2(a) or Section 10.2(a) and (iii) any Taxes borne by Buyer, to the extent actually received by Parent or its AffiliatesCompany, receive prompt payment from Parent or any of their Affiliates as a result of its Affiliates of, receipt of such Tax Refund that are not otherwise borne by Seller pursuant to this Agreement. The amount of any refund or credit with respect to of Taxes (including refunds arising by reason of amended the Company for any Tax Returns filed period beginning after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, Date shall be for the Delayed Closing), or otherwise) with respect to account of Buyer. The amount of any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits refund of Taxes with respect to of the Company for any Straddle Periods Period shall be equitably apportioned between Pre-Closing Tax Periods Buyer and Post-Closing Tax Periods pursuant to Seller in accordance with the principles set forth in Section 7.017.2(b). Each Party shall forward, and shall cause its Affiliates to forward, to the Party entitled to receive a refund of Tax pursuant to this Section 7.2(e) the net amount of such Tax Refund within thirty (30) days after such refund is received. If there is a subsequent reduction by a Governmental Authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller pursuant to this Section 7.2(e), then Seller shall pay to Buyer an amount equal to such reduction plus any interest or penalties imposed by a Governmental Authority with respect to such reduction.

Refunds. Parent Any refunds of Taxes, plus, for the avoidance of doubt, any interest attributable thereto, that are received by the Buyer (or one its Affiliates) or the Sold Companies or Sold Subsidiaries that are Pre-Closing Taxes (any such refund for a Straddle Period to be allocated in accordance with the principles of its Affiliates Section 9.4(e)) shall be for the sole account of the Company, xcvii and the Buyer shall pay (or cause to be paid) to the Company (in immediately available funds denominated in dollars) any such refund net of any Taxes imposed on the Buyer in respect of receipt or accrual of such refund and net of any reasonable out-of-pocket expenses associated with obtaining such refund; provided, however, that this Section 9.4(g) shall not apply to the extent such refund was taken into account in determining the Final Working Capital. The Buyer shall be entitled to retain or, any refunds of Taxes of the Sold Companies or Sold Subsidiaries other than refunds to which the Company is entitled pursuant to the extent preceding sentence. For purposes of this Section 9.4(g), the Sold Company or Sold Subsidiary shall be deemed to have received a refund of Taxes (i) if, and then only to the extent, that such refund offsets or reduces Taxes relating to any Post-Closing Tax Period or Post-Closing Straddle Period and (ii) at the time a Tax Return is filed on which such refund is actually received by or applied against amounts otherwise available payable. The Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, cooperate with the Company in obtaining refunds of the Sold Companies and the Sold Subsidiaries relating to Pre-Closing Tax Periods and Pre-Closing Straddle Periods (including through amendment of Tax Returns); provided, however, that the Buyer or its Affiliates, receive prompt payment from shall not be required to take any action that could in the Buyer’s reasonable determination have a material adverse impact on the Buyer or any of its Affiliates (including the Transferred Subsidiariesany Sold Company or Sold Subsidiary) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent may, at its option, cause any of the Company or one of its Affiliates shall be entitled Subsidiaries to retain orelect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Parent shall promptly notify Seller of and pay (or cause to be paid) to Seller (i) any refund of Taxes paid by any of the extent Company or its Subsidiaries for any Pre-Closing Period actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer the Company or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds a portion of any refund of Taxes withheld from payments to third parties that are required paid by any of the Company or its Subsidiaries for any Straddle Period (such portion to be paid over to such third parties, any refunds or credits allocated consistent with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.019.10(f) hereof) actually received by the Company or any of its Subsidiaries, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Parent, Buyer, the Company or the Company’s Subsidiaries (or any of their respective Affiliates) resulting from such refund; provided, however, that Seller shall not be entitled to any refund (x) to the extent such refund relates to a carryback of a Tax attribute from any period ending after the Closing Date and (y) any refund that was taken into account for the purposes of calculating the Net Working Capital. Buyer or Parent, as applicable, shall pay (or cause to be paid) the amounts described in the second sentence of this Section 9.10(h) within ten (10) Business Days after the actual receipt of the Tax refund giving rise to Buyer’s or Parent’s obligation, as applicable, to make payment hereunder with respect thereto. At Seller’s request, Buyer and Parent, as applicable, shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 9.10(h), including through the filing of amended Tax Returns or refund claims as prepared by Seller, at Seller’s expense; provided, however, that any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Parent for its review prior to the time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Parent and/or Buyer shall not be required to cooperate with Seller in obtaining such refunds (or, notwithstanding anything to the contrary contained herein, consent to the filing of such amended Tax Return) if such refund could reasonably be expected to adversely affect Parent, Buyer, the Company or the Company’s Subsidiaries (or any of their respective Affiliates) in any Straddle Period (relating to the portion of such Straddle Period beginning after the Closing Date) or Post-Closing Period. To the extent that Buyer or Parent, as applicable, has paid a Tax refund to Seller and all or a portion of such Tax refund has subsequently been determined to be due and owed to a Governmental Body under the procedures of Section 9.10(g) or otherwise, Seller shall return to Buyer such amounts of such refund which have been determined to be due and owed to such Governmental Body.

Refunds. Parent or one of its Affiliates shall (a) Seller will be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt immediate payment from Buyer or any of its Affiliates (including the Transferred SubsidiariesAcquired Companies) of, of any refund or any credit arising with respect to Taxes any of the Acquired Companies ((i) including including, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments relating to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Income Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Tax period ending on or before the Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05Date. Buyer shall and the Acquired Companies will be entitled to retain orretain, to the extent actually received by Parent or its Affiliates, receive prompt immediate payment from Parent or any of its Affiliates Seller of, any refund or credit with respect to Income Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-taxable period beginning after the Closing Tax Period Date relating to any of the Transferred SubsidiariesAcquired Companies and with respect to Taxes (other than Income Taxes) relating to any of the Acquired Companies. Any refunds Buyer and Seller will equitably apportion any refund or credits of credit with respect to Income Taxes with respect to any Straddle Periods Period. The amount of any refund or credit which Buyer or Seller is entitled to retain or receive pursuant to this Section 13.5 shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods reduced to take account of any Taxes incurred upon the receipt of such refund or credit. All payments required to be made pursuant to this Section 13.5 shall be made within thirty days after Actually Realized by Seller, Buyer or the principles set forth Acquired Companies. (b) Seller shall be permitted to file or cause to be filed at Seller’s sole expense, and Buyer shall, and shall cause the Acquired Companies to, reasonably cooperate with Seller in connection with, any claims for refund of Taxes to which Seller is entitled pursuant to Section 7.01.13.5(a) or any other provision of this Agreement. Seller shall reimburse Buyer or the Acquired Companies, as the case may be, for any reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. Buyer shall be permitted to file or cause to be filed at Buyer’s sole expense, and Seller shall reasonably cooperate with Buyer or the Acquired Companies, as the case may be, any claims for refund of Taxes to which Buyer is entitled pursuant to Section 13.5(a) or any other provision of this Agreement. Buyer shall 73

Refunds. Parent or one of its Affiliates shall be entitled to retain orAny refund (including interest paid thereon, to the extent actually received by the Company Group), paid or otherwise available credited to Buyer the Company Group with respect to a Tax period that actually ends on or prior to the Closing Date shall be for the Sellers’ account, except for any such refund that (x) is attributable to any post-Closing deduction, loss, credit or similar benefit or (y) has been reflected in the calculations of Closing Working Capital. The portion of any refund (including interest paid thereon, to the extent received by the Company Group) paid or credited to the Company Group and attributable to the pre-Closing portion of any Straddle Tax Period shall be for Sellers’ account, except for any refund that (x) is attributable to any post-Closing deduction, loss, credit or similar benefit or (y) has been reflected in the calculations of Closing Working Capital. All other refunds shall be for Holdco’s account. Holdco or its AffiliatesAffiliates (including the Company Group) shall pay (or cause to be paid) to the Sellers the amount of any refund that is for Sellers’ account, receive prompt payment from Buyer within five days after receipt thereof by Holdco or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing DateCompany Group), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to . Any such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer payment shall be entitled to retain or, to the extent actually received net of any incremental cost incurred by Parent or its Affiliates, receive prompt payment from Parent Tax imposed on Holdco or any of its Affiliates of(including the Company Group) in connection with receipt of such refund, and the Sellers shall, to the extent necessary, reimburse Holdco or the applicable member of the Company Group for any such incremental cost or Tax. If the Sellers determine that any member of the Company Group is entitled to file or make a formal or informal claim for a refund or credit an amended Tax Return providing for a refund with respect to Taxes (including refunds arising by reason of amended a Tax Returns filed after period that actually ends on or prior to the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed ClosingSellers shall be entitled to file or make such claim or amended Tax Return on behalf of the applicable member of the Company Group and shall control the prosecution of such refund claim (so long as such refund is for the account of the Sellers), or otherwiseprovided that Holdco shall have rights similar to those under Section 7.5(c) with respect to such claim. The parties shall cooperate in making a formal or informal claim for any Post-Closing refund attributable to a Straddle Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent or one The Purchaser shall cause the Company to carryback any losses of the Company and its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit Subsidiaries with respect to the 2007 taxable year (or any portion thereof) to the 2006 taxable year, and to claim a refund of, credit to or other offset against any Taxes ((i) including refunds arising paid by reason of amended Tax Returns filed after the Closing Date (or, Company or its Subsidiaries with respect to Brazil the 2006 taxable year. Any such refund of, credit to or other offset against the Taxes of the Company and its Subsidiaries in respect of such 2006 taxable year, plus any interest received with respect thereto, from the applicable taxing authorities shall be solely for the account of the Seller and, if there any refund, credit or offset is received by the Purchaser or the Company or its Subsidiaries, shall be paid to the Seller within ten (10) calendar days after the Purchaser or the Company or its Subsidiaries receives such refund, credit or offset, as applicable; provided that, in the case of a Delayed Closing Datecredit to or other offset against any Tax obligation of the Company and its Subsidiaries, such credit or offset shall be deemed to have been received by the Delayed Closing Date), Company and its Subsidiaries on the date that the Company and its Subsidiaries claim such credit or otherwise, but (ii) excluding refunds offset pursuant to a Tax filing made with the applicable taxing authority. The Purchaser shall prepare and file all Tax Returns of Taxes withheld from payments to third parties the Company and its Subsidiaries that are required to be paid over filed on or after the Closing Date. The Company’s 2007 United States federal Tax Return shall be prepared in accordance with GAAP in all material respects applied on a basis consistent with the Company’s 2006 United States federal Tax Return. The Purchaser shall provide a draft copy of such Tax Return to such third partiesthe Seller for the Seller’s review at least thirty (30) days prior to the filing thereof, any refunds or credits and shall consult with the Seller in good faith with respect to prepaid Taxes with respect such Tax Return prior to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing filing such Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Return.

Refunds. Parent or one Any refunds of its Affiliates shall be entitled to retain orTaxes, to the extent actually plus any interest attributable thereto, that are received by or otherwise available to the Buyer (or its Affiliates, receive prompt payment from Buyer ) or any of its Affiliates (including the Transferred Subsidiaries) of, any refund Sold Companies or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties Sold Subsidiaries that are required related to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and PostPre-Closing Tax Straddle Periods of the Sold Companies or Sold Subsidiaries (such refund for a Straddle Period to be allocated in accordance with the principles of Section 10.4(c)) shall be for the sole account of the Company. Any other refunds of Taxes, plus any interest attributable thereto, related to the Sold Companies or the Sold Subsidiaries shall be for the sole account of the Buyer. For purposes of this Section 10.4(f), the Sold Company or Sold Subsidiary shall be deemed to have received a refund of Taxes to the extent that such Sold Company or Sold Subsidiary elects to apply such refund, which it would otherwise have been entitled to receive, to offset or reduce Taxes otherwise payable by such Sold Company or Sold Subsidiary. A party receiving a refund or credit of Taxes to which another party is entitled under this Section 10.4(f) shall promptly pay (or cause to be paid) to such other party the amount of any such refund or credit (or, in the case of any refund or credit of Taxes of the Joint Venture, such other party’s Allocable Share of such refund or credit) and any interest thereon received from the Taxing Authority. Any payment pursuant to this Section 10.4(f) shall be made net of Taxes and reasonable fees and expenses incurred by the principles set forth payor or its Subsidiaries or Affiliates as a result of the realization or receipt of such refund or credit of Taxes. Notwithstanding anything else in this Section 7.0110.4(f) to the contrary, the Buyer shall not be obligated to pay any refund under this Section 10.4(f) to the extent that any such refund (i) results from the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a taxable period beginning after the Closing Date (including the portion of any Straddle Period beginning after the Closing Date) or (ii) is attributable to any Tax asset to the extent such Tax asset was specifically taken into account in the determination of Closing Working Capital Assets as an addition to the Final Cash Purchase Price. To the extent a refund against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, the party receiving such payment shall reimburse the paying party for the amount of such disallowed or reduced refund against Taxes (net of reasonable fees or expenses incurred).

Refunds. Parent or one of its Affiliates The Seller shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt immediate payment from Buyer the Company or any of its Affiliates (including the Transferred Subsidiaries) Purchaser of, any Tax refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns returns filed after the Closing Date) or credit of any Taxes (orplus any interest thereon received with respect thereto from the applicable Taxing Authority) relating to the Company for which the Seller is responsible under Section 4.3(a) or has otherwise paid or caused to be paid. In addition, any reduction of Taxes ("Reduced Taxes") due with respect to Brazil if there the assets or business of the Company for any period or partial period ending after the Closing Date that is attributable to an adjustment on audit by a Delayed Taxing Authority requiring the Company to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax Return as originally filed for periods ending on or prior to the Closing Date shall be credited to the Seller, and the Purchaser shall pay over the amount of such Reduced Taxes to the Seller promptly after the filing of the Tax Return for the taxable period in which such Reduced Taxes are realized; provided, however, that Purchaser shall only be required to pay such amount to the extent (i) such Reduced Taxes are realized by the Company during a taxable period ending within three (3) years of the Closing Date, (ii) such Reduced Taxes result in an actual reduction of Tax liability of the Delayed Closing)Company for any period or partial period ending after the Closing Date, and (iii) the adjustment to the Tax Return filed for a period ending on or otherwisebefore the Closing Date giving rise to such Reduced Taxes resulted in an indemnification obligation on the part of the Seller pursuant to Section 4.3(a) hereof. Any dispute with respect to Reduced Taxes shall be resolved by the Tax Dispute Accountants, and any Post-Closing such determination by the Tax Period Dispute Accountants shall be final. The Purchaser shall be entitled to the benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable Taxing Authority) relating to the Transferred SubsidiariesCompany. Any The Purchaser and the Seller shall cooperate, and the Purchaser shall cause the Company and its other Affiliates to cooperate, with the Seller with respect to claiming of any refund or credit referred to in this Section 4.3(c), including discussing potentially available refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing and preparing and filing any amended Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Return or other claim for a refund.

Refunds. Parent Except as otherwise provided in this Section 9.03(e), Buyer shall promptly pay or one cause to be paid to Seller Representative all refunds of its Affiliates shall be entitled to retain orTaxes, to the extent actually received including any interest paid by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit a Taxing Authority with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (orsuch refund, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date)actually received, or otherwiseapplied against a Tax liability for any taxable period, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third partiesby Buyer, any refunds Affiliate of Buyer, any Company or credits with respect any Subsidiary attributable to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and paid by any Taxes taken into account in Net Working CapitalSeller, Company or Subsidiary (or any predecessor or Affiliate of any Seller) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset SellersPeriod, except to the extent that such refund was reflected as an asset in the calculation of Closing Final Working Capital as finally determined pursuant to Section 2.05Capital. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund of Taxes that relates to a carry-back of any item of loss, deduction or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to that arises in any Post-Closing Tax Period relating to Period. Except as otherwise provided in the Transferred Subsidiaries. Any immediately preceding sentence, any refunds or credits of Taxes with respect to Straddle Periods of the Companies or Subsidiaries for any taxable period that begins on or before and ends after the Closing Date shall be equitably apportioned between Pre-Closing Tax Periods Sellers and Post-Closing Tax Periods pursuant to Buyer in accordance with the principles set forth in Section 7.019.06(e). Any refunds of Taxes of the Companies or Subsidiaries for any taxable period beginning after the Closing Date shall be for the account of Buyer. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 9.03(e) to a refund of Taxes, the amount of such refund within ten (10) days after such refund is actually received or applied against another Tax liability, as the case may be, in each case net of any costs to the party receiving such refund.

Refunds. Parent Buyer shall promptly pay (or one cause to be paid to) the Sellers’ Representative (for the benefit of its Affiliates the Selling Parties) (i) any refund (or credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that begins after the Closing Date) of Taxes paid by any member of the Company Group for any Pre-Closing Period actually received by any member of the Company Group (or Buyer, as the case may be), and (ii) the portion of any refund (or credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that begins after the Closing Date) of Taxes paid by any of any member of the Company Group for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 6.15(b) hereof) actually received by any member of the Company Group (or Buyer, as the case may be), in each case, net of any Tax Liabilities or increase in Tax Liabilities imposed on Buyer, or any member of the Company Group (or any of their respective Affiliates) resulting from such refund or credit in lieu thereof; provided, however, that none of the Sellers’ Representative or Selling Parties shall be entitled to retain or, any such refund or credit in lieu thereof to the extent actually received (x) resulting from a carryback of a Tax attribute from any period ending after the Closing Date, (y) required to be paid over by any member of the Company Group (or otherwise available any Affiliate thereof) to Buyer any Person under a provision of a contract to which such Person was a party prior to the Closing, or its Affiliates, receive prompt (z) resulting from the payment from of Taxes by Buyer or any of its Affiliates (including the Transferred SubsidiariesCompany Group) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed made after the Closing Date to the extent Xxxxx was not previously indemnified or otherwise reimbursed for such Taxes. Buyer shall pay (or cause to be paid) the amounts described in the first sentence of this Section 6.15(f) within 30 days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto (or, with respect to Brazil if there is in the case of a Delayed Closing Datecredit in lieu of a refund, the Delayed Closing DateDue Date for the filing of a Tax Return that reflects the actual reduction in such resulting from such credit in lieu), . In the event that any refund that is paid over by Buyer pursuant to this Section 6.15(f) is subsequently disallowed or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating returned to the Transferred Subsidiariesapplicable Governmental Authority, Parent the Sellers’ Representative shall promptly repay the amount of such refund, together with any interest, penalties or any Asset other additional amounts imposed by such Governmental Authority, to Buyer. Notwithstanding anything to the contrary in this Section 6.15(f), no amount described in the first sentence of this Section 6.15(f) shall be payable to the Sellers, except ’ Representative to the extent that the payment or receipt of such refund was reflected as an asset or credit in lieu thereof could reasonably be expected to have the calculation effect of Closing Working Capital as finally determined pursuant to Section 2.05. increasing any present or future Tax Liability of, or decreasing any present or future Tax benefit for, any of the Company Group, Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Buyer’s Affiliates of, for any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed taxable period ending after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent The Buyer and the Company shall pay or one of its Affiliates shall cause to be entitled to retain or, paid to the extent actually received Sellers in accordance with their respective Allocable Percentages, in immediately available funds using wire transfer instructions as designated in writing by the Sellers’ Representative, any refunds of or otherwise available amounts currently credited against the Taxes of the Company to which Buyer or its Affiliates, receive prompt payment from Buyer or the Company becomes entitled plus any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit interest received with respect thereto from the applicable Taxing authorities that relate to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after any Taxable period ending on or prior to the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, less any increase in Taxes or third party expenses of the Delayed Closing Date), Buyer or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over the Company attributable to such third partiesrefund or credit, any refunds within ten (10) days of receipt thereof or credits with respect use of the credit by the Buyer or the Company, provided that the Buyer or the Company may elect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Precarry back losses from post-Closing Tax Period relating periods to pre-Closing periods, in which case the Transferred Subsidiaries, Parent or any Asset Sellers, except refunds attributable to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer carryback shall be entitled to retain or, to for the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any account of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred SubsidiariesBuyer. Any refunds or credits of Taxes with respect to of the Company for any Straddle Periods Period shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods the Parties in the same manner as the liability for such Taxes is apportioned pursuant to clause (ii) above. If the principles set forth in Section 7.01amount of any refund or credit of Taxes of the Company that was paid to the Sellers’ Representative and/or the Sellers is subsequently disallowed or reduced by any Governmental Authority, then such receiving Persons shall promptly pay to the Buyer the amount of such Taxes incurred as a result of such disallowed or reduced refund or credit (adjusted to take into account the adjustment above for Taxes incurred by the Buyer or the Company attributable to such refund or credit).

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer If Purchaser or any Transferred Entity receives a refund (or a credit against non-Retained Taxes in lieu of its Affiliates a refund) of Retained Taxes (including the Transferred Subsidiaries) of, excluding any refund or credit attributable to any credit with respect to Taxes loss in a tax year ((ior portion of a Straddle Period) including refunds arising by reason of amended Tax Returns filed beginning on or after the Closing Date applied (ore.g., with respect to Brazil if there is as a Delayed Closing Date, carryback) against income in a Tax year (or portion of a Straddle Period) ending before the Delayed Closing Date), Purchaser will pay to the applicable Seller within thirty (30) days following the receipt of such refund (or otherwisethe application of such credit), but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over an amount equal to such third parties, any refunds refund (or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellerscredit), except to the extent that any such refund was reflected as an asset (or credit) has been taken into account in the calculation of Final Closing Date Net Working Capital as finally determined pursuant Capital. For the avoidance of doubt, the immediately preceding sentence shall apply to Section 2.05. Buyer shall be entitled any VAT paid by a Transferred Entity on purchases made by the Transferred Entity (“Input VAT”) for any tax period (or portion thereof) ending before the Closing Date for which the Transferred Entity receives a refund, or a credit against VAT otherwise payable by the Transferred Entity to retain or, to a Taxing Authority on sales made by the extent actually received by Parent Transferred Entity (“Output VAT”) for any tax period (or its Affiliates, receive prompt payment from Parent portion thereof) beginning on or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, and for this purpose Input VAT of the Delayed ClosingTransferred Entity shall be credited against Output VAT payable by the Transferred Entity on a “first in – first out” basis, unless otherwise provided by law. If the Sellers receive a refund (or a credit against Retained Taxes in lieu of a refund) of non-Retained Taxes, Seller Parent will pay, or cause to be paid, to Purchaser, within thirty (30) days following the receipt of such refund (or the application of such credit), the amount of such refund (or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01credit).

Refunds. Parent or one of its Affiliates The Equityholders shall be entitled to retain orany refunds or credits of or against any Pre-Closing Taxes for which the Equityholders are responsible under this Agreement that have been indemnified by the Equityholder, paid by an Acquired Company prior to the extent Closing Date or taken into account in Debt; provided, that for purposes of this Section 5.14(d) and without duplication of any other amounts payable to the Equityholders hereunder, the excess of (1) the amount included in Debt in respect of Pre-Closing Taxes and (2) the amount of such Pre-Closing Taxes actually received paid by or otherwise available Parent to Buyer or its Affiliates, receive prompt payment from Buyer the relevant Tax Authority shall be treated as a refund. In the event that a Parent Entity or any of its Affiliates (including including, after the Transferred SubsidiariesEffective Time, the Acquired Companies) of, receives a refund of any refund or any credit with respect to Taxes ((ior applies such refund as a credit against Taxes actually payable) including refunds arising by reason prior to the date that is the earlier of amended Tax Returns filed after the third anniversary of the Closing Date (or, with respect or the date the Escrow Funds have been fully released by the Escrow Agent to Brazil if there is a Delayed Closing Date, which the Delayed Closing DateEquityholders are entitled pursuant to this Section 5.14(d), Parent shall pay (or otherwise, but cause to be paid) the amount of such refund (iiincluding any interest earned in respect thereof and net of any Taxes and reasonable out-of-pocket expenses attributable to the collection of such Tax refund) excluding to the Exchange Agent within ten (10) days of the receipt of the refund for further distribution to the Equityholders. Any refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, for any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Straddle Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be equitably apportioned between Pre-Closing Tax Periods the Equityholders and Post-Closing Tax Periods pursuant to Parent in accordance with the principles set forth in the definition of “Pre-Closing Taxes” and the first sentence of this Section 7.015.14(d). If a refund of Taxes paid to the Exchange Agent under this Section 5.14(d) is subsequently disallowed, the Equityholders shall promptly repay the amount of such refund (plus interest) to Parent (and Parent shall be entitled to deduct the amount of such refund (plus interest) from the Escrow Fund).

Refunds. Parent (a) Notwithstanding any provision in this Agreement to the contrary, any refund of a liability for Taxes, whether as the result of an audit or one examination, a claim for refund, the filing of an amended return or otherwise, attributable to (i) a liability for Tax for a period which ends on or before December 31, 2004 and (ii) with respect to tax periods that begin after December 31, 2004 that relate to Taxes actually paid by CVPS or any of its Affiliates Subsidiaries (other than the Company or its Subsidiaries, treating all payments made by the Company or any of its Subsidiaries pursuant to a Tax Sharing Agreement for such tax period as Taxes paid by the Company and not by CVPS or any of its other Subsidiaries) shall belong to CVPS (“CVPS Tax Refunds”), and the Company shall promptly pay any such refund, and the interest actually received thereon, to CVPS upon receipt thereof by the Company; provided, however, that the Company shall be entitled to retain orany refund of Taxes for tax periods ending on or before December 31, 2004 to the extent actually received by such refund of Taxes results from the carryback of a loss arising in a taxable period beginning after December 31, 2004 or otherwise arising in the portion of a Straddle Period beginning after December 31, 2004 (a “Company Carryback Refund”); provided further, however, that, except as provided in Section 5.15, the Company shall not (and shall make all available elections to Buyer not) carryback any such loss to offset income or its Affiliates, receive prompt payment from Buyer gain reported on a Tax Return that included CVPS or any Affiliate thereof (other than the Company or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding . All other refunds of liabilities for Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating related to the Transferred Subsidiaries, Parent Company or any Asset Sellers, except its Subsidiaries (other than CVPS Tax Refunds) shall belong to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Company.

Refunds. Parent Any Tax refund (including any interest with respect thereto and net of any Taxes that the Company or one any Subsidiary may be required to pay as a result of its Affiliates such refund) relating to the Company or any Subsidiary for any taxable period prior to the Closing Date (except for any refund included on the Reference Balance Sheet, which shall be entitled to retain orthe property of the Purchaser, and if paid to the extent actually Sellers, shall be paid over promptly to the Purchaser) shall be the property of the Sellers, and if received by the Purchaser or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer the Company or any of its Affiliates Subsidiary shall be paid over promptly to the Sellers’ Representative. Notwithstanding the foregoing sentence: (including a) any Tax refund (or equivalent benefit to the Transferred Subsidiaries) of, any refund Sellers the Company or any Subsidiary through a reduction in Tax liability) for a period before the Closing Date arising out of the carry-back of a loss or credit with respect to Taxes ((i) including refunds arising incurred by reason of amended Tax Returns filed the Company or any Subsidiary in a taxable year ending after the Closing Date shall be the property of the Purchaser and, if received by the Sellers, shall be paid over promptly to the Purchaser; and (orb) if, with respect and to Brazil the extent that, as of such time, if there is any, as the Purchaser shall receive a Delayed Closing Daterefund that would be the property of the Sellers and payable to the Sellers under the immediately preceding sentence, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties have been asserted by any taxing authority in writing that are would be required to be paid over indemnified by the Sellers hereunder, all or part of such refund up to an amount equal to such third partiesasserted Taxes shall, at the option of the Purchaser, be retained by the Purchaser for satisfaction of any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account amounts indemnifiable under this Article VII which have been asserted, until the time set forth in Indebtedness and any Taxes taken into account in Net Working Capitalclause Section 7.08(b) of this Agreement with respect to any Pre-Closing Tax Period relating such asserted amounts, at which time any balance remaining not applied to payment of indemnity claims shall be paid to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent or one of its Affiliates Seller shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund (in the form of a cash refund or any in the form of a credit with respect to against Taxes ((iactually payable) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect attributable to any Pre-Closing Tax Period relating of the Company and its Subsidiaries (determined for any Straddle Period in accordance with ‎Section 6.06), including any interest received from a Governmental Authority thereon that are (a) paid by the Company and its Subsidiaries or Seller or any of its Affiliates prior to the Transferred Subsidiaries, Parent Closing Date or (b) paid by Seller pursuant to this Agreement after the Closing (other than any Asset Sellers, except to the extent that such refund was reflected or credit that is included as an asset in the calculation of Closing the Net Working Capital as finally determined pursuant or Indebtedness and other than any such refund or credit that is attributable to Section 2.05a loss or other tax attribute generated in a post-Closing tax period) (each, a “Tax Refund”). Buyer shall pay over to Seller any such Tax Refund (net of (x) any Taxes of Buyer or any member of the Company Group attributable to such refund or credit and (y) any expenses incurred in obtaining such amounts) within sixty (60) days after receipt of such refund in cash or entitlement to such credit. If any amount paid to Seller pursuant to this ‎Section 6.08 is subsequently challenged successfully by any Governmental Authority, Seller shall repay to Buyer such amount (together with any interest and penalties assessed by such Governmental Authority in respect of such amount). Such repayment obligation shall survive until the date that is ninety (90) days after the expiration of the applicable statute of limitations with respect to the collection by the applicable Governmental Authority or other Person of the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). Buyer will cooperate to take commercially reasonable actions (at Seller’s sole expense) to cause the Company and its Subsidiaries to claim Tax Refunds within the statutorily required time period, if so requested by the Seller; provided that Buyer shall not be entitled required to retain ortake any position with respect to a Tax Refund unless it can be supported at a “more likely than not” level of comfort (or higher confidence level) (as determined by the Buyer in consultation with its Tax Return preparers); provided however that Buyer shall nonetheless take such position if Seller provides (at Seller’s cost)an opinion of tax counsel of recognized standing, on which Buyer may rely and that is in form and substance reasonably acceptable to Buyer, to the extent actually received by Parent effect that such position is “more likely than not” to be sustained; and provided further that if the filing of such a claim could reasonably be expected to have an adverse effect on the Tax liability of the Company or its Affiliates, receive prompt payment from Parent Subsidiaries for any period (or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed portion thereof) after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing)Seller shall not be entitled to require such claim to be filed without the written consent of the Buyer, or otherwise) with respect not to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01unreasonably withheld.

Refunds. Parent Any income Tax refunds that are received by the Buyer or one of its Affiliates the Company, and any credits against income Tax to which the Buyer or the Company become entitled, that relate to income Tax periods or portions thereof ending on or before the Closing Date shall be entitled for the account of the Sellers, and the Buyer shall pay over to retain orthe Sellers any such refund or the amount of any such credit within 15 days after receipt or crediting for the benefit of the Company or Buyer. In addition, to the extent actually received that a claim for refund or a proceeding results in a payment or credit against income Tax by or otherwise available a taxing authority to the Buyer or its Affiliatesthe Company of any amount accrued on the Closing Balance Sheet, receive prompt the Buyer shall pay such amount to the Sellers within 15 days after receipt or crediting for the benefit of the Company or the Buyer. Notwithstanding the foregoing, payment from Buyer or any of its Affiliates (including shall be made to the Transferred SubsidiariesSellers under this Section 6.6(i) of, any only to the extent that the refund or any credit with respect of overpaid Taxes relates to taxable periods or portions thereof ending on or before the Closing Date and represents Taxes (that (i) including refunds arising have actually been paid by reason Sellers or the Company either directly or through indemnity payment to the Buyer (but limited in the case of amended Tax Returns filed after the Closing Date (or, with respect Company to Brazil if there is a Delayed Closing Date, payments made before the Delayed Closing Date), or otherwise, but and (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, exceed any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected amount included as an asset in the calculation Closing Balance Sheet in respect of Closing Working Capital as finally determined pursuant the Company’s right to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit of such overpaid Taxes). Any payments made under this Section 6.6(i) shall be net of any Taxes payable by the Company or the Buyer with respect to Taxes (including refunds arising by reason the receipt of amended Tax Returns filed after the Closing (orsuch refund, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), credit or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01interest thereon.

Refunds. Parent Any Tax refunds, overpayments of Tax or one of its Affiliates shall be entitled other similar amounts that relate to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Periods or the pre-Closing portion of any Straddle Period relating shall be for the account of Seller, and Buyer shall cause the Company to pay over to Seller any such refund within 10 days after the receipt or application of such refund; provided, however, that, notwithstanding anything to the Transferred Subsidiariescontrary in the Agreement, Parent or if, at the time any Asset Sellers, except to the extent that such refund was reflected as an asset in is received or applied, the calculation balance of Closing Working Capital as finally determined the Indemnity Escrow Fund has been exhausted or released to Seller pursuant to Section 2.05. 8.9(c) then Buyer shall be entitled to retain orsuch refunds. Buyer shall use commercially reasonable efforts to cooperate with Seller at Seller’s expense in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (i) Buyer shall not, and shall cause the Company and each of its Subsidiaries to not, waive any carryback of net operating loss or other Tax attribute of the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Company or any of its Affiliates ofSubsidiaries generated or otherwise attributable to a taxable period ending on or before or including the Closing Date if such waiver would reduce the amount due to Seller pursuant to this Section 6.4(i), (ii) Buyer, the Company and its Subsidiaries will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Tax Law and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (iii) any such Tax refunds will be claimed in cash rather than as a credit against future Tax liabilities to the extent allowed under applicable Tax Laws, (iv) Buyer, the Company and its Subsidiaries shall cooperate with Seller in preparing and filing Tax Returns (including amendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) for any taxable period ending on or prior to the Closing Date, (v) a Tax refund or credit with respect to Taxes (the portion of a Straddle Period ending on and including refunds arising by reason of amended Tax Returns filed after the Closing Date shall be determined in accordance with this Section 6.4(i) and (or, with respect vi) to Brazil if there is a Delayed the extent such Tax refunds are reduced because of the inability to close the tax year of the Company or any of its Subsidiaries on the Closing Date, then Buyer shall pay over to Seller the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating amount of such reduction within ten days of the application of such reduction to the Transferred Subsidiaries. Any refunds or credits amount of Taxes with respect to paid for the applicable Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent or one (a). Except to the extent taken into account in the calculation of its Affiliates the Transaction Consideration, the Sellers shall be entitled to retain or, any refund or credit of Taxes (including any interest paid thereon) of the Group Companies relating to any Pass-Through Tax Return for any Pre- Closing Tax Period (other than any refund or credit (i) attributable to the carrying back of any Tax attribute that is attributable to a Taxable period (or portion thereof) beginning after the Closing Date or (ii) allocable to Blocker Corp or PSP Intermediate) to the extent actually such refunds are received within the (18) month period beginning on the Closing Date. Within fifteen (15) calendar days after receipt or use by Purchaser, Blocker Corp, the Group Companies or otherwise any of their Affiliates of any Tax refund or credit to which any Seller is entitled pursuant to this Section 6.18, Purchaser shall, or shall cause its applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds into such accounts designated by the applicable Seller, the amount of any such Tax refunds or credits to Buyer such Seller. Purchaser shall, and shall cause Blocker Corp, the Group Companies and their Affiliates to, at the request and expense of Sellers, obtain any Tax refunds to which Sellers are entitled pursuant to this Section 6.18. Any amount payable to Sellers pursuant to this Section 6.18 shall be net of (a) any out-of-pocket costs or its Affiliatesexpenses incurred in obtaining such refund of Taxes or in paying such amounts to the Sellers, receive prompt payment from Buyer (b) any Tax required to be withheld on such payment, and (c) any Taxes borne by Purchaser or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent or one of its Affiliates shall be entitled to retain orExcept as provided in the Ancillary Agreements, to the extent any Tax refund (including any interest actually received with respect thereto) that is actually received by or otherwise available to Buyer or its AffiliatesPurchaser, receive prompt payment from Buyer the Seller Subsidiaries or any Affiliate of its Affiliates (including the Transferred Subsidiaries) ofPurchaser, any refund or any credit against Taxes that is actually claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser on a Tax Return, for (a) Taxes of or relating to any of the Seller Subsidiaries, the Business or the Transferred Assets for any taxable period ending on or prior to the Closing Date or (b) any Taxes for which Seller is liable pursuant to this Agreement or the Ancillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be the property of Seller and shall be paid over promptly to Seller; provided, however, that any such refund or credit which is accrued as an asset on the Final Statement of Assets and Liabilities shall be the property of Purchaser. Notwithstanding the foregoing sentence, subject to Section 12.02(e), any Tax refund (or equivalent benefit to Seller or any Affiliates of Seller through a reduction in Tax liability) for a taxable period ending on or 100 before the Closing Date arising out of the carryback of a loss or credit of or with respect to Taxes ((i) including refunds the Seller Subsidiaries, the Business or the Transferred Assets arising by reason of amended Tax Returns filed in a taxable period ending after the Closing Date (orand that is actually received by Seller or any Affiliates of Seller, shall be the property of Purchaser and shall be paid over promptly to Purchaser; provided, however, that to the extent the amount of any such refund is due to a carry back to a tax year with respect to Brazil if there is a Delayed Closing Date, which the Delayed Closing Date), or otherwisestatute of limitations has, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to for such third partiescarryback, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness expired and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected is reduced as an asset in a result of the calculation assessment of Closing Working Capital as finally determined any additional Taxes for which Purchaser could bring a claim for indemnity pursuant to Section 2.05. Buyer 12.1(a) but for this sentence, none of Seller, FGWLA or CLAC shall be entitled liable or required to retain orindemnify Purchaser, its Affiliates or the Seller Subsidiaries for such additional Taxes or shall be liable or required to indemnify Purchaser, its Affiliates or the extent Seller Subsidiaries for the amount of any lost refund or for the loss of any carryback item of loss or credit. For purposes of determining whether any refund, credit or equivalent benefit is actually received by Parent or its Affiliatesclaimed for purposes of this Section 12.03, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods all such items shall be apportioned between Pre-Closing applied in the order prescribed by applicable Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01law.

Refunds. Parent If Seller determines that the Company or one any of its Affiliates shall Subsidiaries is entitled to file or make a formal or informal claim for refund or an amended Tax Return providing for a refund with respect to a Pre-Closing Tax Period, a Straddle Tax Period or any period for which the Company or any of its Subsidiaries is included in a consolidated, combined, unitary, affiliated or other similar Tax Return with Seller or any Affiliate of Seller, Buyer, at Seller’s request and expense, will be entitled to retain orfile or make such claim or amended Tax Return on behalf of the Company or such Subsidiary and will be entitled to control the prosecution of such refund claims, subject to this Section 8.3. At the request of Seller, Buyer shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 8.3, including through the filing of amended Tax Returns or refund claims as prepared by Seller, at the expense of Seller; provided, however, that if any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Buyer for its review prior to the extent actually received by time such amended Tax Return may be filed; and provided, further, that Buyer shall not be required to cooperate with Seller in obtaining such refunds (or otherwise available notwithstanding anything to Buyer or its Affiliatesthe contrary contained herein, receive prompt payment from consent to the filing of such amended Tax Return) if such refund would reasonably be expected to materially adversely affect Buyer or any of its Affiliates (including Subsidiaries in any Straddle Tax Period or Post-Closing Tax Period. Whether or not Seller made or filed the Transferred Subsidiaries) applicable underlying claim or amended Tax Return on behalf of the Company or such Subsidiary as hereinabove contemplated, Buyer will, in any case, pay to Seller the amount of any refund of Taxes and interest thereon received by, or credited against the Tax liability of, Buyer, any refund Affiliate of Buyer or any credit the Company or such Subsidiary with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to (including the Transferred Subsidiaries, Parent portion of any Straddle Tax Period ending on the Closing Date) within ten (10) Business Days after receipt thereof or entitlement thereto by Buyer or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Affiliate thereof.

Refunds. Parent Except for refunds, receivables or one of its Affiliates credits that are included in the Working Capital Statement or have reduced Taxes that are accrued or reserved against in the Working Capital Statement, Pfizer shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Purchaser or any of its Subsidiaries or Affiliates (including the Transferred Conveyed Subsidiaries and their Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Tax period ending on or before the Closing Tax Period Date relating to the Transferred Conveyed Subsidiaries, Parent any of their Subsidiaries or any Asset SellersSelling Corporation, except provided, however, that (i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive prompt payment from Pfizer of, any such refund or credit to the extent that such refund was reflected or credit arises as an asset a result of the use or application (as provided in Section 7.4(d)) of any net operating loss, net capital loss, foreign tax credit, research and development credit or other item or credit of the calculation Conveyed Subsidiaries or any of their Subsidiaries arising in any tax year ending on any date following the Closing Working Capital as finally determined pursuant Date to Section 2.05. Buyer shall be entitled to retain orany period of the Conveyed Subsidiaries or 107 any of their Subsidiaries that ends on or before the Closing Date or that includes the Closing Date, and (ii) to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries) incurs any detriment as a result of the carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit, such as, for example, a dilution in the foreign tax credit allowed to Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be entitled to receive prompt payment from Purchaser of the refund or credit received or enjoyed by the Purchaser or any of its Affiliates (including the Conveyed Subsidiaries or their Subsidiaries) as a result of such carryback. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit not described in Section 7.4(e)(ii) with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwisenot 108 described in Section 7.4(e)(ii) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiariesa Straddle Period. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.109 (f)

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually If (i) any Tax refund is received by or otherwise available to Buyer or its AffiliatesParent, receive prompt payment from Buyer the Company or any of its Affiliates Subsidiaries (including the Transferred Subsidiaries) of, any refund or any credit with respect of their respective Affiliates) that relates to Taxes taxable periods ((ior portions thereof) including refunds arising by reason of amended Tax Returns filed after ending on or before the Closing Date (orwhich, with respect for this purpose, shall include any amounts available to Brazil if there is be refunded that are applied as a Delayed Closing Datecredit against the Tax liability of Parent, the Delayed Closing DateCompany or any of its Subsidiaries (or any of their respective Affiliates), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to other than any such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except refund to the extent that such refund was reflected included as an asset in the calculation computation of Closing Net Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, or to the extent actually received by Parent arising as a result of a carryback of any losses generated in a taxable period (or its Affiliatesportion thereof)) beginning after the Closing Date, receive prompt payment from Parent or (ii) there is any increase in any net operating loss carryforward of the Company or any of its Affiliates of, Subsidiaries as of the Closing Date as a result of any refund or credit adjustments after the Closing Date to any Tax Return filed with respect to Taxes taxable periods (including refunds arising by reason of amended Tax Returns filed after or portions thereof) ending on or before the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closingbenefit of such refund or increase in net operating loss carryforward shall be for the account of Stockholder, and Parent shall promptly issue to Stockholder a number of shares of Parent Common Stock having a value equal to the amount of such refund (net of any out-of-pocket costs or expenses, including Taxes, incurred by Parent and the Company (or any of their respective Affiliates) in connection with the receipt or payment thereof) or the value of the increase in the net operating loss carryforward, as the case may be, as additional merger consideration. For purposes of this Section 7.08(i), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits value of Taxes with respect to Straddle Periods Parent Common Stock shall be apportioned between Pre-Closing Tax Periods determined as of the date of the refund or increase in net operating loss carryforward and Post-Closing Tax Periods pursuant to in accordance with the principles procedures set forth in Section 7.0110.05(b)). At Stockholder’s written request and at the Stockholder’s sole cost and expense, Parent shall timely and properly prepare (or cause to be prepared) and file (or cause to be filed), any claim for refund, amended Tax Return or other Tax Return required to obtain any available Tax refunds or increase in net operating loss carryforward that are for the account of Stockholder pursuant to this Section 7.08(i). The amount of any Tax refunds to be paid to Stockholder pursuant to this Section 7.08(i) shall be reduced by any Tax refunds to which Ceridian HCM is entitled pursuant to Section 5.1 of the Tax Matters Agreement (as amended pursuant to the terms hereof).

Refunds. Parent or one Except to the extent taken into account in the calculation of its Affiliates the Transaction Consideration, the Sellers shall be entitled to retain or, any refund or credit of Taxes (including any interest paid thereon) of the Group Companies relating to any Pass-Through Tax Return for any Pre- Closing Tax Period (other than any refund or credit attributable to the carrying back of any Tax attribute that is attributable to a Taxable period (or portion thereof) beginning after the Closing Date or to the extent actually such refunds are received within the (18) month period beginning on the Closing Date). Within fifteen (15) calendar days after receipt or use by Purchaser, the Group Companies or otherwise any of their Affiliates of any Tax refund or credit to which any Seller is entitled pursuant to this Section 6.18, Purchaser shall, or shall cause its applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds into such accounts designated by the applicable Seller, the amount of any such Tax refunds or credits to Buyer such Seller. Purchaser shall, and shall cause the Group Companies and their Affiliates to, at the request and expense of Sellers, obtain any Tax refunds to which Sellers are entitled pursuant to this Section 6.18. Any amount payable to Sellers pursuant to this Section 6.18 shall be net of (a) any out-of-pocket costs or its Affiliatesexpenses incurred in obtaining such refund of Taxes or in paying such amounts to the Sellers, receive prompt payment from Buyer (b) any Tax required to be withheld on such payment, and (c) any Taxes borne by Purchaser or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent Buyer shall pay (or one of its Affiliates shall cause to be entitled paid) to retain orSeller (a) any Income Tax refunds that are received by, to the extent actually received or any amounts credited against a cash Tax liability of, any Transferred Entity (or by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any Affiliate of its Affiliates (including the Buyer on any Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing DateEntity’s behalf), or otherwise, but (ii) excluding refunds arising from overpayments of estimated Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating Period; and (b) any Tax refunds for Taxes with respect to which Seller has agreed to provide indemnification under this Agreement other than Tax refunds arising from a carryback of any net operating losses from any Tax period (or portion thereof) ending after the Transferred SubsidiariesClosing Date; provided, Parent or however, that Seller shall not be entitled to any Asset Sellers, except refunds of such Taxes to the extent that such refund was refunds are reflected as an asset in for purposes of, and taken into account in, the calculation of Final Closing Working Capital as finally determined pursuant to Section 2.05Statement. Upon Seller’s request, Buyer shall file (or cause to be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes filed) all Tax Returns (including refunds arising by reason amended Income Tax Returns) or other documents claiming any refunds, including through the carryback of amended Tax Returns filed after the Closing (or, with respect any net operating losses that are attributable to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods Period, to which Seller is entitled pursuant to the principles set forth immediately preceding sentence. Any payments required to be made under this Section 9.05 (in Section 7.01each case, including any interest paid thereon and net of any Taxes and any reasonable out of pocket costs incurred in respect of the receipt or accrual of the refund) shall be made in immediately available funds, to an account or accounts as directed by Selxxx, xithin 5 days of the receipt of the refund or the application of any such refunds as a credit against Tax for which Seller has not otherwise agreed to provide indemnification under this Agreement.

Refunds. Buyer shall pay (or cause to be paid) to Seller Parent or one of its Affiliates shall be entitled to retain or, to the extent actually any Tax refunds that are received by the Companies (or otherwise available Buyer or any Affiliate of Buyer on its behalf), and any amounts credited against Tax to which the Companies (or Buyer or any Affiliate of Buyer) become entitled, that relate to Tax periods (or portions of a Straddle Period) ending on or before the Closing Date or that are for Taxes for which Seller Parent has previously indemnified Buyer (in each case, including any interest paid thereon and net of any Taxes incurred in respect of the receipt or accrual of the refund or credit and any expenses of Buyer or its AffiliatesAffiliates in obtaining such refund or credit), receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, excluding any refund or any credit with respect to Taxes ((i) including refunds arising by reason attributable to any loss in a tax year (or portion of amended Tax Returns filed a Straddle Period) beginning after the Closing Date applied (ore.g., with respect as a carryback) to Brazil if there is income in a Delayed tax year (or portion of a Straddle Period) ending on or before the Closing Date, the Delayed Closing Date), Date or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Predetermining the Post-Closing Tax Period relating to the Transferred SubsidiariesAdjustment. Upon Seller Parent’s reasonable request (and at Seller Parent’s expense), Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall file (or cause to be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes filed) all Tax Returns (including refunds arising by reason of amended Tax Returns filed after Returns) or other documents claiming any refunds, including through the Closing (or, with respect carryback of any net operating losses that are attributable to Brazil if there is a Delayed Tax period ending on or before the Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods which Seller Parent is entitled pursuant to the principles set forth immediately preceding sentence. Any payments required to be made under this Section 9.05 shall be made in Section 7.01immediately available funds, to an account or accounts as directed by Seller Parent, within five (5) days of the receipt of the refund or the application of any such refunds as a credit against Tax for which Seller Parent has not otherwise agreed to provide indemnification under this Agreement.

Refunds. Parent Any Tax refund or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates overpayment that is applied as a credit (including the Transferred Subsidiaries) of, any refund or any credit interest with respect thereto) relating to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), any Acquired Company or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to Subsidiary for any Pre-Closing Tax Period relating or the pre-Closing portion of a Straddle Period shall be the property of the Sellers, and if received by, or credited to, the Purchaser, an Affiliate of the Purchaser, any Acquired Company or Subsidiary shall be paid over promptly to the Transferred SubsidiariesSellers. Notwithstanding the foregoing, Parent (a) any Tax refund (or any Asset Sellers, except equivalent benefit to the extent that such refund was reflected as an asset Sellers through a reduction in Tax liability) for any Pre-Closing Period arising out of the calculation carryback of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund a loss or credit with respect to Taxes (including refunds arising incurred by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), any Acquired Company or otherwise) with respect to Subsidiary in any Post-Closing Tax Period relating Period, which under applicable Law is required to be carried back to a Pre-Closing Period, shall be the property of the Purchaser and, if received by the Sellers or an Affiliate of the Sellers, shall be paid over promptly to the Transferred Subsidiaries. Any refunds or credits of Taxes Purchaser; (b) if a Governmental Authority subsequently disallows any refund with respect to Straddle Periods which the Sellers has received a payment pursuant to this Section 7.03, the Sellers shall promptly pay (or cause to be apportioned between paid) to the Purchaser the amount of such refund to the extent disallowed (including any interest with respect thereto) and (c) if a Governmental Authority subsequently disallows any refund with respect to which the Purchaser has received a payment pursuant to this Section 7.03(a) by reason of an adjustment to the carryback loss or credit, then Purchaser shall promptly pay (or cause to be paid) to the Sellers the amount of such refund to the extent such Governmental Authority requires the Sellers to pay the amount disallowed (including any interest with respect thereto). Unless otherwise required under applicable Law, Purchaser shall, and shall cause the Acquired Companies and Subsidiaries, not to carry back any loss or credit incurred by any Acquired Company or Subsidiary in any Post-Closing Period to a Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent Any Tax refunds that are received by Purchaser or one a member of the Company Group, and any amounts credited against Tax to which Purchaser or a member of the Company Group becomes entitled, in each case that are in respect of Indemnified Taxes, shall be for the account of Sellers, and Purchaser shall pay over to Sellers any such refund or the amount of any such credit including any interest thereon received from the relevant Taxing Authority (net of an amount equal to the out-of-pocket costs and expenses to Purchaser, its Affiliates shall be entitled to retain or, to or the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates Company Group in obtaining and paying over such refund (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing DateTaxes)), promptly after receipt thereof or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellersentitlement thereto, except to the extent that such the refund or overpayment (i) was reflected taken into account as an asset in determining Adjusted Purchase Price, (ii) is attributable to any carry back from any Tax period (or portion thereof) beginning after the calculation of Closing Working Capital as finally determined or (iii) is otherwise required to be repaid by the Company Group to a third party pursuant to Section 2.05an obligation existing as of the Closing. Buyer Sellers, upon the request of Purchaser, the Company or a Subsidiary, as applicable, shall be entitled promptly repay such refund or credit (or portion thereof) (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) to retain orPurchaser, the Company or the Subsidiary, as applicable, in the event and to the extent actually received by Parent that the Company or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any the Subsidiary is required to repay such refund or credit with respect (or portion thereof) to Taxes the Taxing Authority after considering whether to challenge (including refunds arising by reason of amended Tax Returns filed after at Seller’s sole cost and expense) such repayment in good faith. In the Closing event a Taxing Authority asserts such refund or credit (oror portion thereof) shall be repaid, with respect to Brazil if there is a Delayed Closing DatePurchaser, the Delayed Closing)Company or the Subsidiary, or otherwiseas applicable, shall promptly provide Sellers’ Representative with such documentation received from the Taxing Authority. The provisions of Section 6.9(c) with respect shall apply to any Post-Closing Tax Period tax contest relating to the Transferred Subsidiaries. Any refunds any Tax refund or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01credit.

Refunds. Parent or one of its Affiliates shall Except as otherwise provided in the following sentence, Seller will be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Purchaser or any of its Affiliates (including the Transferred Company and its Subsidiaries) of, of any refund or credit of Covered Taxes actually received by Purchaser. Provided Purchaser complies with its obligation under Section 6.8(h), Purchaser will be entitled to retain or receive any refund or credit with respect of Taxes of the Company and its Subsidiaries attributable to Taxes ((i) including refunds the carryback of any Tax attribute arising by reason of amended Tax Returns filed in a taxable period that begins after the Closing Date (or, with respect to Brazil if there is a Delayed taxable period that ends on or before the Closing Date, . Purchaser and the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness Company and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall its Subsidiaries will be entitled to retain orretain, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates Seller of, any refund or credit with respect to Taxes (including refunds arising of the Company and its Subsidiaries other than Covered Taxes. The amount of any refund or credit that Purchaser or Seller is entitled to retain or receive pursuant to this Section 6.8(i) shall be reduced to take account of any Taxes incurred upon the receipt of such refund or credit. All payments required to be made pursuant to this Section 6.8(i) shall be made within thirty days after receipt or entitlement to the refund or credit by reason of amended Tax Returns filed after the Closing (orSeller, with respect to Brazil if there is a Delayed Closing DatePurchaser, the Delayed Closing), Company or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred its Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent The cash amount of any refund (or one offset or credit against current Taxes due) of its Affiliates shall be entitled to retain or, to any Tax of the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Company or any of its Affiliates Subsidiaries (plus any cash interest received or credited with respect thereto) from the applicable taxing authorities for any Pre-Closing Period or attributable to any pre-Closing portion 45 of a Straddle Period as determined pursuant to Section 6.11(b) (including the Transferred Subsidiaries) of, any such refund or any credit with respect to Taxes ((i) including refunds arising by reason of from amended Tax Returns filed after the Closing Date (orDate) shall be for the account of Sellers, with respect to Brazil and, if there is a Delayed Closing Datereceived by Buyer, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Company or any of its Affiliates ofSubsidiaries, or any of their respective Affiliates, shall be (i) paid by Buyer to Sellers’ Representative, to be paid to Sellers in accordance with each Seller’s respective Allocable Portion of such refund, and (ii) deposited with the Company, for payment through payroll to the Option Holders in accordance with each Option Holder’s Allocable Portion of such refund, less any applicable Employment Taxes, in each case, within ten (10) Business Days after any such refund is received, credited, or credit with respect applied as an offset, as the case may be. Any such refund of Taxes of the Company or any of its Subsidiaries for any Straddle Period shall be apportioned among Sellers, on the one hand, and Buyer, on the other hand, in the same manner as the liability for such Taxes is apportioned pursuant to Taxes (including refunds arising by reason of amended Section 6.11(b). Buyer shall not carry back losses or other Tax Returns filed attributes from a taxable period that commences after the Closing (or, with respect Date to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent (i) Any Tax refund (including any interest in respect thereof) received by the Buyer or one the Company or any of its Affiliates Subsidiaries, and any amounts credited against Tax to which the Buyer or the Company or any of its Subsidiaries become entitled (including by way of any amended Tax Returns), that relate to any taxable period, or portion thereof, ending on or before the Closing Date (other than a refund or credit arising from the carryback to such period of any net operating loss or capital loss arising in a taxable year or period, or portion thereof, beginning after the Closing Date) shall be entitled for the account of the Seller, and the Buyer shall pay over to retain orthe Seller any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto, respectively. In addition, to the extent actually received that a claim for refund or a proceeding results in a payment, credit or other adjustment against Tax by or otherwise available a taxing authority to the Buyer or its Affiliates, receive prompt payment from Buyer the Company or any of its Affiliates (including the Transferred Subsidiaries) of, Subsidiaries of any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities amount taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-determining the Closing Tax Period relating Equity after giving effect to the Transferred Subsidiariesresolution (in accordance with Section 1.2) of all matters set forth in a Dispute Notice, Parent or any Asset Sellers, except the Buyer shall pay such amount to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05Seller within 15 days after receipt or entitlement thereto. The Buyer shall be entitled pay the Seller interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 4.8(g). For purposes of this Section 4.8(g), where it is necessary to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any apportion a refund or credit with respect between the Buyer and the Seller for a Straddle Period, such refund or credit shall be apportioned between the period deemed to Taxes (including refunds arising by reason end at the close of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, and the Delayed Closing)period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any except that refunds or credits of Taxes with respect to Straddle Periods (such as real property Taxes) imposed on a periodic basis shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01allocated on a daily basis.

Refunds. Parent Following the Closing, Buyer shall cause the Group Companies to pay to Seller Representative for further distribution to Sellers any and all refunds (or one any credits in lieu thereof) of its Affiliates shall be entitled Taxes (including interest thereon if any received from any Governmental Authority with respect to retain or, such refund) that are attributable to the extent actually a Pre-Closing Tax Period and that are received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including including, following the Transferred SubsidiariesClosing, the Group Companies) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (orless any reasonable expenses and Taxes incurred by Buyer or any of its Affiliates (including, with respect to Brazil if there is a Delayed Closing Datefollowing the Closing, the Delayed Closing DateGroup Companies) in receiving such refund) (a “Tax Refund”), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund Tax Refund (a) arises as the result of a carryback of a loss or other Tax benefit from a Post-Closing Tax Period or (b) was reflected as an asset in the final calculation of Closing Working Capital as finally determined pursuant Capital. Any Tax Refund shall be paid to Section 2.05Seller Representative no more than 10 days following the receipt thereof by Buyer or any of its Affiliates. Buyer Seller Representative shall be entitled to retain orpursue, at Sellers’ sole cost and expense, any Tax Refunds; provided, that: (i) Seller Representative shall permit Buyer to review each claim for refund, amended Tax Return or other filing required to obtain any Tax Refund at least 15 days prior to filing; (ii) notwithstanding anything in clause (iii) of this proviso to the contrary, neither Buyer nor any of its Affiliates (nor any of their respective employees or officers) shall be required to sign or file any claim for refund, amended Tax Return, or other filing described in clause (i) of this proviso if a position taken on such claim for refund, amended Tax Return or other filing is not supportable at a more-likely-than-not or higher level of comfort; and (iii) to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent that the assistance of Buyer or any of its Affiliates of(including, following the Closing, the Group Companies) is necessary in order to obtain any Tax Refund, at Seller Representative’s written request (and at the sole expense of Sellers), Buyer shall, and shall cause its Affiliates (including, following the Closing, the Group Companies) to, assist Seller Representative in obtaining any Tax Refund (except, for the avoidance of doubt, (A) preparing any data or other information used in connection with a claim for refund, amended Tax Return or other filing or (B) reviewing or analyzing any data or other information used in connection with a claim for refund, amended Tax Return or other filing, which, in each case, shall be the responsibility of Seller Representative). If a Tax Refund that was previously paid to Seller Representative pursuant to this Section 8.5 is subsequently reduced, disallowed or otherwise required to be returned to a Governmental Authority, any refund amounts due by Buyer or credit with respect to Taxes any of its Affiliates (including refunds arising by reason of amended Tax Returns filed after including, following the Closing (or, with respect to Brazil if there is a Delayed Closing DateClosing, the Delayed Closing), Group Companies) as a result of the reduction or otherwise) with respect to any Post-Closing disallowance of such Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods Refund shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in treated as Excluded Taxes for which Sellers shall be responsible under Section 7.0111.2.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding Any refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties(including, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capitalwithout limitation, estimated Taxes) with respect to any Pre-Closing Tax Period relating that are received by Acquiror, the Company or any Company Subsidiary after the Closing Date, net of any Taxes or other expenses incurred in receiving such refund (any such refund, a “Pre-Closing Tax Refund”), shall be for the account of the Company Securityholders, and the Company shall pay over to the Transferred Subsidiaries, Parent or any Asset Sellers, except Exchange Administrator (for further distribution to the extent Company Securityholders) any such Pre-Closing Tax Refund within ten (10) days after receipt thereof, provided however that such refund was any refunds attributable to a carryback from any taxable year beginning after the Closing Date or reflected as an a current asset in the calculation of Closing Net Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled for the account of Acquiror. Acquiror, the Company and each Company Subsidiary shall cooperate with the Securityholder Representative (on behalf of the Company Securityholders) in obtaining such refunds, it being understood that (A) Acquiror and the Company will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to retain or, to the extent actually received prior taxable periods as allowable by Parent or its Affiliates, receive prompt payment from Parent or any applicable Legal Requirements and shall claim Tax refunds as a result of its Affiliates of, any refund or credit with respect to Taxes such carryback (including refunds arising by reason through the filing of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed ClosingReturns), or otherwise(B) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between such Pre-Closing Tax Periods Refunds will be claimed in cash rather than as a credit against future Tax liabilities, and Post-Closing (C) Acquiror, the Company and each Company Subsidiary shall cooperate with the Securityholder Representative in preparing and filing Tax Periods pursuant Returns (including amendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) for any taxable period ending on or prior to the principles set forth in Section 7.01Closing Date and for any Straddle Period as promptly as reasonably possible.

Refunds. Parent or one of its Affiliates Seller shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its subsidiaries or Affiliates (including the Transferred SubsidiariesCompanies) of, any refund or (including any credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) received or realized in cash with respect to Taxes attributable to any Transferred Company, the Transferred Assets or the Business for any Pre-Closing Tax Period ((i) other than Transfer Taxes, but including refunds any VAT for which Seller is responsible pursuant to Section 2.06(e)), including any such amounts arising by reason of amended Tax Returns filed after the Closing Date Date, but only to the extent that (or, with respect to Brazil if there A) such refund (or credit) is a Delayed not the result of an event that occurred after the Closing Date, and (B) such refund (or credit) is not attributable to, and does not result from, a carry back or other use of any item of loss, deduction, credit or other similar item arising in a Post-Closing Tax Period or, in the Delayed Closing Date), case of a refund (or otherwise, but (iicredit) excluding refunds of Taxes withheld from payments for a Straddle Period, the use of any such item arising in a Post-Closing Tax Period. In connection with the foregoing, if Seller determines that any of the Transferred Companies is entitled to third parties that are required file or make a formal or informal claim for a refund (to which Seller would be paid over to such third parties, any refunds or credits with respect to prepaid entitled under the first sentence of this Section 7.08(b)(i)) of Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital(including by filing an amended Tax Return) with respect to any a Pre-Closing Tax Period relating to the Transferred Subsidiaries(other than Transfer Taxes or VAT, Parent or but including any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined VAT for which Seller is responsible pursuant to Section 2.052.06(e)), Seller shall be entitled, at Seller’s expense, to file or make, or to request that Buyer cause the applicable Transferred Company to file or make, such formal or informal claim for refund, and Seller shall be entitled to control the prosecution of such claim for refund, provided that Seller shall not take any action in connection therewith that would bind Buyer or any of its Affiliates (including any Transferred Company) for a Post-Closing Tax Period or otherwise adversely affect Buyer or any of its Affiliates (including any Transferred Company). Buyer will cooperate, and cause the Transferred Companies to cooperate, with respect to such claim for refund, and will pay, or cause the relevant Transferred Company to pay, to Seller the amount (including interest received from any Taxing Authority) of any related refund (including any credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) (to which Seller would be entitled under the first sentence of this Section 7.08(b)(i)) received or realized in cash by Buyer or any Affiliate thereof (including any Transferred Company), net of any unreimbursed costs incurred by Buyer and its Affiliates in respect of such refund and reduced by the amount of any Taxes arising or that would arise as a result of the receipt of such refund or interest thereon, within five (5) days of receipt (or realization in cash) thereof. Buyer and the Transferred Companies shall be entitled to retain, or receive prompt payment from Seller with respect to, any other refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to any Transferred Company, the Transferred Assets or the Business. Notwithstanding any other provision, (x) Seller shall be entitled to any refund, credit or reimbursement for any Transfer Taxes arising from, or relating to, the Internal Restructuring Steps, and (y) Buyer shall be entitled to retain orany refund, to the extent actually received by Parent credit or its Affiliatesreimbursement for any Transfer Taxes or VAT arising from, receive prompt payment from Parent or any of its Affiliates ofrelating to, any refund Transfer Taxes or credit with respect to Taxes (including refunds arising by reason VAT imposed on the transfer of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits Equity Interests and the Transferred Assets to Buyer and assumption of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Assumed Liabilities by Buyer.

Refunds. Parent or one of its Affiliates Subject to Section 4.3(b) above and except as provided below, the Sellers shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, promptly receive prompt payment from Buyer the members of the Company Group or any of its Affiliates (including the Transferred Subsidiaries) Purchaser of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended any Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns returns filed after the Closing Date) (orexcept to the extent that the Tax refund is otherwise reflected on the Financial Statements) or (ii) credit of any Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to the members of the Company Group (except to the extent that the Tax credit is otherwise reflected on the Financial Statements), for which the Sellers are responsible under Section 4.3(a) or has otherwise paid or caused to be paid. To the extent permitted by applicable law, the Purchaser shall not, and shall cause the members of the Company Group not to (without the prior written consent of the Sellers not to be unreasonably withheld) carry back to taxable periods ending on or prior to the Closing Date losses or other tax attributes of the Company Group generated in taxable periods ending after the Closing Date. If the use of such losses or tax attributes by carry back is consented to by Sellers, the Purchaser shall be entitled to any Tax refunds generated by the utilization of such losses or tax attributes. For these purposes, Sellers shall be deemed to have consented to any carry back of tax attributes to the extent such carry back is required under applicable Tax law. In addition, any reduction of Taxes (“Reduced Taxes”) due with respect to the assets or business of the members of the Company Group for any period or partial period ending after the Closing Date with respect to the members of the Company Group that is attributable to an adjustment on audit by a taxing authority requiring any member of the Company Group to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax return as originally filed for periods ending on or prior to the Closing Date shall be credited to the Sellers, and the Purchaser shall pay over such Reduced Taxes to the Sellers promptly after the receipt of any refund of Taxes attributable thereto or the payment of any Reduced Tax or the reporting of any Tax Liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Purchaser, if any, to amend any Tax Returns in order to pursue such refund. Any dispute with respect to Reduced Taxes shall be resolved by the Tax Dispute Accountants, and any such determination by the Tax Dispute Accountants shall be final. The Purchaser shall be entitled to the benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to the member of the Company Group. The Purchaser and the Sellers shall cooperate, and the Purchaser shall cause the members of the Company Group and their other Affiliates, to cooperate with the Sellers, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closingclaiming of any refund or credit referred to in this Section 4.3(c), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any including discussing potentially available refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing and preparing and filing any amended Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Return or other claim for a refund.

Refunds. Parent or one of its Affiliates The Acquiror shall be entitled cause the Company to retain or, pay to the extent Exchange Agent (on behalf of the Company Securityholders (except the holders of Second Tranche SAFEs)) any and all refunds (in the form of a cash refund or in the form of a credit against Taxes actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any payable) of its Affiliates Taxes (including the Transferred Subsidiariesinterest thereon) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed received after the Closing Date (or, with respect to Brazil if there is a Delayed to, or attributable to, periods ending on or before the Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected (i) arises as the result of a carryback of a loss or other Tax benefit from a period beginning after the Closing Date or (ii) is included as an asset in the calculation of Closing the Net Working Capital Capital. The Acquiror shall pay over to the Exchange Agent (for further distribution to the Company Securityholders (except the holders of Second Tranche SAFEs)) any such Tax refund or Section 41 Benefit (as finally defined below) (net of (x) any Taxes of the Acquiror or the Company attributable to such refund or credit, (y) any expenses incurred in obtaining such amounts or (z) Losses actually determined to be owed by the Company Securityholders to the Acquiror pursuant to Section 2.05‎Article VIII) within thirty (30) days after receipt of such refund in cash or entitlement to such credit. Buyer Without limiting the generality of the foregoing, the Company Securityholders (except the holders of Second Tranche SAFEs) shall be entitled to retain or, receive an amount equal to the extent actually received cash Tax savings realized by Parent the Acquiror or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason the Surviving Company) (the “Section 41 Benefit”) as a result of amended the Qualified Small Business Payroll Tax Returns filed after the Closing Credit for Increasing Research Activities (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise“Section 41 Credit”) with respect to generated in any PostPre-Closing Tax Period relating (whether or not such Section 41 Credit is applied prior to the Transferred Subsidiaries. Any refunds Closing Date) after the Closing Date, calculated on a “with and without” basis (i.e., by treating any Section 41 Credits as the last deductions or credits taken on any Return). Schedule ‎6.3 hereto sets forth the amount of Taxes the Section 41 Credit applied for and pending as of the date of this Agreement. If any amount paid to the Company Securityholders (except the holders of Second Tranche SAFEs) pursuant to this ‎Section 6.3 is subsequently challenged successfully by any Governmental Authority, the Company Securityholders (except the holders of Second Tranche SAFEs) shall repay to Acquiror such amount (together with any interest and penalties assessed by such Governmental Authority in respect of such amount). Such repayment obligation shall survive until the date that is ninety (90) days after the expiration of the applicable statute of limitations with respect to Straddle Periods shall be apportioned between Pre-Closing the collection by the applicable Governmental Authority or other Person of the Tax Periods and Post-Closing Tax Periods pursuant liabilities in question (giving effect to the principles set forth in Section 7.01any waiver, mitigation or extension thereof).

Refunds. Parent 3.2.4.1. In accordance with the procedure set out in the Offer Documents, the Registrar along with the Book Running Lead Managers shall at any time on or after the Designated Date in the form provided in Annexure C (with a copy to the Company and Selling Shareholder) provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Lead Managers, the Company and the Selling Shareholder) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form, provided in Annexure C1. 3.2.4.2. The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within the timelines prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in case of Minimum Subscription Failure or Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within two days from the Bid/ Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3. The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the Managers transfer the Surplus Amount to the Refund Account, with notice to the Company, the Selling Shareholder and the Registrar in accordance with the procedure specified in the RHP and this Agreement. The Refund Bank shall immediately and in any event no later than one Working Day of the receipt of intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the Lead Managers, the Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than one Working Day from the Bid/Offer Closing Date. 3.2.4.4. The refunds pertaining to amounts in the Refund Account in terms of this Agreement, shall be made by the Refund Bank to the Bidders, as applicable, in the manner set forth below: (i) NACH - Payment of refund would be done through NACH for Bidders having an account at one of its Affiliates the centers specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including MICR code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centers where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the Depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. (ii) NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the IFSC, which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this Section; (iii) RTGS - Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS; (iv) Direct Credit - Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account; and (v) For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centres will be payable by the respective Bidders. 3.2.4.5. Online validation at the point of payment by the Refund Bank is subject to the Registrar to the Offer providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the Refund Bank. The Registrar to the Offer shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar to the Offer shall be entitled to retain or, liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the extent actually received Refund Bank. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar to the Offer and the Refund Bank shall provide a list of paid/unpaid cases at regular intervals or otherwise available as desired by the Registrar to Buyer the Offer, BRLMs, the Company and the Promoter Selling Shareholder. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar to the Offer and the BRLMs, prior to dispatch of refund. 3.2.4.6. All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or its Affiliateslien thereon. 3.2.4.7. The Refund Bank reserves the right to not dispatch the refund, receive prompt payment from Buyer if they are not mentioned in the Masters provided by the Registrar to the Offer, or in case of any mismatch in any of its Affiliates the fields when compared for validation with the Masters, subject to Section 3.2.4.2. The Refund Bank shall ensure that refunds are completed within the timelines specified under the SEBI Regulations (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing DateUPI Circulars), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent Any Taxes of BrandCo and LicenseCo arising from or one of its Affiliates shall be entitled to retain or, in connection with a Tax period on or prior to the extent actually received Initial Closing Date (each, a “Pre-Closing Tax Period”), or any Taxes borne directly or indirectly by the Seller that are refunded to, or otherwise available to Buyer or its Affiliatescredited against a liability for Taxes of, receive prompt payment from the Buyer or any of its Affiliates (including, after the Initial Closing Date, BrandCo and LicenseCo) shall be for the account of the Seller (including any interest paid with respect thereto by the Transferred Subsidiaries) ofapplicable Governmental Authority, but excluding any refund or credit attributable to any credit with respect to Taxes loss in a tax year ((ior Straddle Period) including refunds arising by reason of amended Tax Returns filed beginning after the Initial Closing Date applied (ore.g., with respect as a carryback) to Brazil if there is income in a Delayed tax year (or a portion of a Straddle Period) ending on or before the Initial Closing Date) (and such amounts, the Delayed Closing Date)collectively, or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any “Pre-Closing Tax Period relating to Refunds”), and the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled pay over to retain or, Seller an amount equal to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between such Pre-Closing Tax Periods and PostRefund within ten (10) days of receipt of such Pre-Closing Tax Periods pursuant Refund; provided, however, Buyer shall not be required to pay over to Seller any such Pre-Closing Tax Refund or the amount of any such credit up to the principles amount of any Tax asset set forth on the face of the BrandCo Financial Statements and the LicenseCo Financial Statements, as such Tax asset is adjusted for the passage of time through the Initial Closing Date in Section 7.01accordance with past custom and practice of BrandCo and LicenseCo in filing their Tax Returns. The Buyer and its Affiliates shall, and shall cause BrandCo and LicenseCo to, promptly take all actions (including any action reasonably requested by the Seller) to file for and obtain any such refund or credit.

Refunds. Parent (a) Any Tax refunds that are received by the Purchaser or one of its Affiliates the Companies that relate solely to the Companies or their Subsidiaries for Tax periods or portions thereof ending on or before the Effective Date shall be entitled for the account of the Sellers, and Purchaser shall pay over the amount of any such refund within fifteen (15) days after receipt of entitlement thereto. Any Tax refunds that are received by the Purchaser or the Companies that relate solely to retain orthe Companies or their Subsidiaries for the period commencing on the Effective Date and ending on the Closing Date, to the extent actually the Sellers have paid, or otherwise borne, the Tax which is the subject of the Tax refund, then such refund shall be for the account of the Sellers, and Purchaser shall pay over the amount of any such refund within fifteen (15) days after receipt or entitlement thereto. Any Tax refunds received by or otherwise available Sellers that relate to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed periods or portions thereof on or after the Closing Date of Taxes paid by the Purchaser, the Companies or their Subsidiaries, (or, with respect to Brazil if there is a Delayed ii) the Tax period or portion thereof commencing on the Effective Date and ending on the Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to paid or otherwise borne by the Purchaser or (iii) Transfer Taxes, shall be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capitalthe Purchaser within fifteen (15) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed days after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), receipt or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01entitlement thereto.

Refunds. Parent or one of its Affiliates (a) Sellers shall be entitled to retain orany Tax refunds (including any interest in respect thereof paid by a Tax Authority) that are received by Buyer or the Purchased Entities and any amounts credited against Tax that are actually realized by Buyer or the Purchased Entities, in each case, that (i) are attributable to the Purchased Assets for any Pre-Closing Tax Period or (ii) relate to the Purchased Entities for any Pre-Closing Tax Period in each case, with respect to Taxes that Sellers paid prior to the Closing Date or for which Sellers have indemnified Buyer and its Affiliates pursuant to Section 8.1(a); provided that Sellers shall not be entitled to any such Tax refunds or credits (x) if and to the extent such Tax refunds or credits were included as a current asset in determining Closing Date Net Working Capital or (y) that arise from the carryback of any Tax attribute generated in any Post-Closing Tax Period. Buyer shall, or shall cause the Purchased Entities to pay to the Sellers the amount of any such refund or credit within fifteen (15) days after receipt of such refund or, in the case of such a credit, within fifteen (15) days after filing the Tax Return upon which such credit was actually received utilized to reduce Taxes otherwise payable with respect to such Tax Return, in each case, net of any Taxes, cost or expenses incurred by or otherwise available to Buyer or any of its AffiliatesAffiliates in connection with obtaining such Tax refund or credit that were not previously reimbursed by Sellers pursuant to Section 8.5(b). Sellers shall reimburse Buyer for any Tax refund or credit (plus any penalties, receive prompt payment from interest and other charges imposed by the relevant Tax Authority) in the event Buyer or any of its Affiliates (including the Transferred SubsidiariesPurchased Entities) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to repay such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Authority.

Refunds. Parent or one of its Affiliates Seller shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any amount of its Affiliates (including the Transferred Subsidiaries) of, any refund or of Taxes of any credit Company Group Member with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating (to the Transferred Subsidiariesextent such Taxes were paid by the Seller and its Affiliates, Parent including any Company Group Member, prior to the Closing, or by Seller and its Affiliates under Section 6.8(c) after the Closing or were specifically included as a liability in Company Indebtedness or Net Working Capital in the Final Closing Statement), which refund is actually recognized by Buyer or its Subsidiaries (including any Asset SellersCompany Group Member) after the Closing, net of any Taxes or other costs to Buyer and its Affiliates attributable to the obtaining and receipt of such refund, except to the extent that such refund arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, or such refund was reflected included as an asset in the calculation of Closing Net Working Capital Capital, as finally determined pursuant to Section 2.052.6. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to retain orthe prior sentence within 15 Business Days of the receipt of the applicable refund by Buyer or its Subsidiaries. To the extent reasonably requested by Seller in writing, Buyer will, at Seller’s expense, reasonably cooperate with Seller in obtaining such refund to the extent actually received permitted by Parent or its Affiliatesapplicable Law, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason through the filing of amended Tax Returns filed after for periods ending before or on the Closing Date or refund claims. Buyer may request that Seller provide reasonable documentation in support of such refund request under this Section 6.8(l). To the extent such refund is subsequently disallowed or required to be returned to the applicable Governmental Entity, Seller agrees to promptly repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Governmental Entity, to Buyer. The parties hereto acknowledge and agree that Buyer and its Affiliates (orincluding any Company Group Member) shall have the right to set off and withhold from the payment of any amount payable under this Section 6.8(l) the amount of any Taxes for which Seller is obligated to pay pursuant to Section 6.8(c) or Section 6.8(h). Notwithstanding anything to the contrary in this Agreement, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect Seller’s right to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits refund of Taxes with respect to Straddle Periods under this Section 6.8(l) shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to expire at the principles conclusion of the survival period for indemnification claims as set forth in Section 7.016.8(h).

Refunds. If Parent or one of its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates actually receives any cash refund (including by way of credit against other cash Tax liabilities actually due and otherwise payable) in respect of Taxes of the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes (Company (i) including refunds arising by reason of amended relating to a Pre-Closing Tax Returns filed after the Closing Date (orPeriod, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds that were actually paid by the Company prior to the Closing, (iii) that were not taken into account in the calculation of Taxes withheld from payments to third parties that the Final Closing Date Working Capital, Final Closing Company Indebtedness or the Merger Consideration (or any component thereof), and (iv) are not required to be paid over to a third party pursuant to an agreement in place on the Closing Date, then Parent or the Third Surviving Entity shall pay the amount of such third partiesrefund or credits, net of any costs and expenses (including additional Taxes) incurred by Parent, the Third Surviving Entity or any of their respective Affiliates attributable to obtaining receipt of such refunds or credits with credits, (A) in respect of the Indemnitors that are holders of Company Capital Stock, in the form of cash by wire transfer of immediately available funds to prepaid Taxes with an account designated by such Indemnitors in writing, and (B) in respect of the Indemnitors that are holders of In-the-Money Options, cash through Parent’s (or its applicable Affiliate’s) payroll processing system subject to Employment Related Liabilities taken into account in Indebtedness employment and any Taxes taken into account other applicable Tax withholding, in Net Working Capital) with respect to each case based on each such former holder’s Direct Indemnification Percentage, promptly upon actual receipt thereof (including by way of credit against any Pre-Closing cash Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellersliability actually due and otherwise payable), except to the extent that such refund was reflected as an asset in Tax refunds result from the calculation carryback of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain orany loss, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes incurred in a taxable period (including refunds arising by reason of amended Tax Returns filed or portion thereof) beginning after the Closing (or, with respect Date. To the extent any such refund or credit is subsequently disallowed or required to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating be returned to the Transferred Subsidiaries. Any refunds applicable Governmental Authority, each Indemnitor (on a several, not joint basis) shall promptly repay the amount of such disallowed refund or credits of Taxes credit received to Parent, together with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01any interest, penalties or other additional amounts imposed by such Governmental Authority.

Refunds. Parent or one of its Affiliates Seller shall be entitled to retain or, an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable to Tax periods of the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Company or any of its Affiliates Subsidiaries ending (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined deemed pursuant to Section 2.0510.03(a) to end) on or before the Closing Date. Buyer Parent shall be entitled to retain or, promptly notify Seller in writing of any Tax refund(s) received by or payable to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Company or any of its Affiliates ofSubsidiaries after the Closing in respect of a period ended before or including the Closing Date. Parent shall, or shall cause the Company or its Subsidiaries to, promptly forward to or reimburse Seller for any refund or credit with respect to Taxes such refunds (including refunds arising any interest paid thereon) or credits due Seller (pursuant to the terms of this Agreement) after receipt thereof. Notwithstanding the foregoing, however, in the event the Affiliated Group of which Seller, the Company and its Subsidiaries are members files, after the Closing Date, an amended consolidated income Tax Return for any Tax year ended on or before the Closing Date and such amended Tax Return results in an increase in the amount of income which otherwise would be reportable by Parent, the Company or any of its Subsidiaries for a Tax period ended after the Closing Date, Seller shall indemnify, defend and hold Parent, the Company and its Subsidiaries harmless from and against the amount of any increase in Parent’s (or its stockholders’), the Company’s or any of its Subsidiaries’ liability for Taxes by reason of the filing of such amended consolidated income Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Return.

Refunds. Parent (i) If an Acquired Company is entitled to claim a refund from a Governmental Authority of Taxes in respect of any taxable period (or one portion thereof) ending on or before the Closing Date or any other Taxes as to which the Seller is responsible to indemnify pursuant to Section 11.8(b), it shall promptly notify the Seller of its Affiliates the availability of such refund claim and, upon the Seller’s request and at the Seller’s expense, shall make a timely claim to such Governmental Authority for such refund. The Seller will be entitled to retain or, to the extent actually received by any credits in lieu of refunds and refunds of Taxes in respect of any taxable period (or otherwise available to Buyer portion thereof) ending on or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after before the Closing Date or any other Taxes as to which the Buyer Indemnitees have been indemnified by the Seller pursuant to Section 11.8(b) (orin each case, with respect (w) including pursuant to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating claim for refund made pursuant to the Transferred Subsidiariespreceding sentence, Parent or any Asset Sellers(x) including interest received thereon from the applicable Governmental Authority, (y) except to the extent that such Taxes (and any interest) are reflected and included in the Final Closing Statement and (z) reduced by any Taxes and reasonable out-of-pocket expenses attributable to the receipt or realization of such refunds or credits). The Buyer shall cause such refund was reflected as an asset in or the calculation amount of Closing Working Capital as finally determined pursuant such credit to Section 2.05. Buyer shall be entitled to retain or, paid to the Seller promptly after it is received or applied against any Tax Liability which relates to a taxable period (or the portion of a Straddle Period) that begins after the Closing Date. To the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any a refund or credit against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, the Seller shall pay to the Buyer the amount of such disallowed or reduced refund or credit against Taxes, plus any penalties, interest or other charges imposed by the relevant Governmental Authority with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01thereto.

Refunds. Parent or one of its Affiliates The Sellers shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to for any Pre-Closing Tax Period relating to Period, whether received by the Transferred SubsidiariesBuyer, Parent the Companies, or any Asset Sellersof their respective Affiliates, except to and whether received in the extent that form of a refund, offset, credit, receipt of payment, or otherwise, along with any interest paid with respect thereto by the relevant Governmental Authority net of any associated Taxes and other expenses incurred by the Buyer, the Companies, or any of their Affiliates (a “Tax Refund”), unless such refund Tax Refund was specifically reflected as an asset within Net Working Capital. The Buyer, the Companies, and their respective Affiliates shall cause any Tax Refunds to be paid promptly to the Sellers’ Representative. In the case of any Straddle Period, the amount of Tax Refunds to which the appropriate Sellers are entitled shall be determined in the calculation of Closing Working Capital same manner as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, Taxes are allocated to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit Sellers with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Datesuch Straddle Period under Section 9.2(b). The Buyer, the Delayed Closing)Companies, and their respective Affiliates shall promptly execute such documents, take commercially reasonable additional actions, and otherwise reasonably cooperate as may be necessary to perfect their rights in and obtain all Tax Refunds. Neither the Buyer, the Companies, nor any of their respective Affiliates shall forfeit, fail to collect, or otherwise) otherwise minimize or delay any Tax Refund. The Buyer, the Companies, and their respective Affiliates shall provide the Sellers with respect such assistance or access to records or information as may be reasonably requested in connection with the review of any Post-Closing Tax Period relating Return, including the filing of 25041432.12 any claim for refund, for purposes of determining the Tax Refunds payable pursuant to this Section 9.8. The amount of any Tax liabilities included in the Net Working Capital that are not actually paid to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods relevant Governmental Authority shall be apportioned between Pre-Closing treated as a Tax Periods and Post-Closing Tax Periods pursuant Refund to the principles set forth in which this Section 7.019.8 applies.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, to the extent actually Any Tax refund (including any interest in respect thereof) that is received by Buyers or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer the Acquired Companies (or any of its their Subsidiaries), and any amounts of overpayments of Tax credited against Taxes which Buyers or the Acquired Companies (or any of their Subsidiaries) otherwise would be or would have been required to pay, that relate to Taxes of an Acquired Company for Pre-Closing Taxable Periods (except if such refund or credit is caused by a carryback of losses or credits from a Post-Closing Taxable Period or is taken into account in computing Indebtedness or Closing Net Working Capital) shall be for the account of Sellers, and Buyers shall pay over to Sellers any such refund or the amount of any such credit within thirty (30) days after receipt or the application of any such refund or credit to reduce a Tax liability of Buyers, the Acquired Companies or any Affiliate of Buyers or the Acquired Companies. Any payments made pursuant to this Section 7.05(h) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes unless otherwise required by Law. In the event that the amount of a refund or credit paid to Sellers pursuant to this Section 7.05(h) is subsequently disallowed or reduced by a Governmental Entity, Sellers shall, promptly upon notice from Buyers, pay to Buyers the amount of such disallowance or reduction plus any applicable interest and penalties. (i) Activities after the Closing. Following the Closing, except with the prior written consent of Sellers’ Representative (not to be unreasonably withheld, conditioned, or delayed),Buyers shall not, and shall not allow any of their Affiliates (including the Transferred SubsidiariesAcquired Companies) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of file an amended Tax Returns filed after Return of any Acquired Company for any Tax period ending on or before the Closing Date Date; (orii) file for, with respect to Brazil if there is or otherwise request from any Taxing Authority, any administrative ruling (including a Delayed private letter ruling or change of method of accounting) regarding the Taxes or Tax Returns of any Acquired Company for any Tax period ending on or before the Closing Date, (iii) make any election under Section 336 or 338 of the Delayed Code (or any similar election under state, local or foreign Law) in respect of the transactions contemplated by this Agreement; (iv) make, revoke, or change any Tax election or change any current practice or procedure or accounting method of any Acquired Company with retroactive effect to a Tax period ending on or before the Closing Date); (v) cause any Acquired Company to take any action, or otherwisenot otherwise contemplated by this Agreement, but (ii) excluding refunds outside of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation ordinary course of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after business on the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.

Refunds. Parent (i) All refunds of Taxes of the Company Group or one any of its Affiliates shall be entitled to retain or, Subsidiaries for any Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date) to the extent actually the underlying Taxes were paid prior to the Adjustment Time, taken into account in the Preliminary Adjustment Statements, as applicable, as finally determined, treated as a reduction to Final Purchase Price or paid (directly or indirectly) by Seller from non-Company Group assets following the Closing (whether in the form of cash received or as a credit applied against any Tax otherwise payable, and whether received in respect of or reelected on an originally filed Tax Return or amended Tax Return, or arising as a result of a Tax Contest) shall be the property of Seller, except to the extent such refund or reduction in any Tax otherwise payable (i) is reflected in the calculation of the amounts reflected in the Preliminary Adjustment Statements, as applicable, as finally determined, or was taken into account in determining the amounts required to be paid by Acquiror under Section 10.1(b), or otherwise available (ii) is attributable to Buyer the carryback of any net operating loss or its Affiliates, receive prompt payment from Buyer other Tax attribute generated in a post-Closing Tax Period. To the extent that Acquiror or any of its Affiliates (including the Transferred Subsidiaries) of, any refund Company Group or any credit of its Subsidiaries following the Closing) receives a refund that is the property of Seller as provided hereunder, Acquiror shall pay or cause to be paid to Seller the amount of such refund (and any interest received from the Governmental Authority with respect to such refund), less any reasonable out-of-pocket expenses or Taxes incurred in respect thereof. The amount due to the Seller shall be payable by Acquiror within ten ((i10) including refunds arising by reason days after receipt of amended Tax Returns filed after the Closing Date refund from the applicable Governmental Authority (or, with respect to Brazil if there the refund is in the form of a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any credit applied against a Pre-Closing Tax Period relating to Tax otherwise payable, ten (10) days after the Transferred Subsidiariesearlier of the due date of the Tax Return , Parent forms, deposit coupons and the like claiming such application of the refund or any Asset Sellers, except to the extent other such application against a Tax); provided that such refund was reflected as an asset in amount may be offset by amounts then owing by the calculation of Closing Working Capital as finally determined Seller Indemnified Persons to Acquiror Indemnified Persons pursuant to Section 2.05IX. Buyer Acquiror shall, and shall be entitled to retain or, to cause its Affiliates (including the extent actually received by Parent or its Affiliates, receive prompt payment from Parent Company Group or any of its Affiliates ofSubsidiaries following the Closing) to, take all commercially reasonable actions requested by Seller to timely claim any refund or credit with respect refunds that will give rise to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closingpayment under this Section 10.1(h), provided that Seller pays all reasonable out-of-pocket costs and expenses associated therewith if the claim is not made by filing an original Tax Return or otherwise) with respect to any Post-Closing IRS Form 1139 (or equivalent state Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01form).

Refunds. Parent or one of its Affiliates Sellers shall be entitled to retain orretain, or receive payment from Buyer within fifteen (15) days of the receipt of any Tax refunds or credits relating to a Taxpayer that were paid with respect to (i) all taxable periods ending on or prior to the Closing Date and (ii) Pre-Closing Partial Periods, for that portion of such taxable period up to and including the Closing Date except in each case to the extent actually received by such refund or otherwise available credit arises as the result of a carryback of a loss, credit other tax benefit arising after the Closing Date. Buyer shall, if Sellers' Representative so requests and at Sellers' Representative's expense, cause a Taxpayer to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, file for and obtain any refund to which Sellers is entitled to under this Section 5.17(b), provided that Sellers' Representative shall not file, and Buyer shall not be obligated to file, to obtain any refund that would have the effect of (x) increasing any Tax liability of a Taxpayer or (y) otherwise materially and adversely affect any credit item or Tax attribute of a Taxpayer, in each case for any taxable period ending after the Closing Date, without Sellers' Representative first obtaining Buyer's consent, which consent shall not be unreasonably withheld. Buyer shall permit Sellers' Representative to control (at the Sellers' Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Sellers' Representative to represent a Taxpayer before the relevant taxing authority with respect to Taxes (such refund to be executed, provided that Sellers' Representative (i) including refunds arising by reason shall keep Buyer informed regarding the progress and substantive aspect of amended any such refund and (ii) shall not compromise or settle any such refund without obtaining Buyer's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax Returns filed liability of a Taxpayer or (y) otherwise materially and adversely affect any item or Tax attribute of a Taxpayer, in each case for any taxable period ending after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, . In the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties event that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect of Taxes for which a payment has been made pursuant to this section 5.17(b) is subsequently reduced or disallowed, the Sellers shall indemnify and hold Buyer harmless for any Taxes (including refunds arising assessed against Buyer or a Taxpayer by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), reduction or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01disallowance.

Refunds. Parent Except for refunds, receivables or one of its Affiliates credits that are included in the Working Capital Statement or have reduced Taxes that are accrued or reserved against in the Working Capital Statement, Pfizer shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Purchaser or any of its Subsidiaries or Affiliates (including the Transferred Conveyed Subsidiaries and their Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Tax period ending on or before the Closing Tax Period Date relating to the Transferred Conveyed Subsidiaries, Parent any of their Subsidiaries or any Asset SellersSelling Corporation, except provided, however, that (i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive prompt payment from Pfizer of, any such refund or credit to the extent that such refund was reflected or credit arises as an asset a result of the use or application (as provided in Section 7.4(d)) of any net operating loss, net capital loss, foreign tax credit, research and development credit or other item or credit of the calculation Conveyed Subsidiaries or any of their Subsidiaries arising in any tax year ending on any date following the Closing Working Capital as finally determined pursuant Date to Section 2.05. Buyer shall be entitled to retain orany period of the Conveyed Subsidiaries or any of their Subsidiaries that ends on or before the Closing Date or that includes the Closing Date, and (ii) to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries) incurs any detriment as a result of the carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit, such as, for example, a dilution in the foreign tax credit allowed to Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be entitled to receive prompt payment from Purchaser of the refund or credit received or enjoyed by the Purchaser or any of its Affiliates (including the Conveyed Subsidiaries or their Subsidiaries) as a result of such carryback. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit not described in Section 7.4(e)(ii) with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwisenot described in Section 7.4(e)(ii) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to a Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent or one of its Affiliates shall be entitled to retain or(on behalf of the Sellers), to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) Purchaser of, any Tax refund or any credit with respect to Taxes in lieu thereof ((i) including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date (or, or otherwise) actually realized in cash or as an amount credited against Taxes otherwise payable by any Transferred Entity with respect to Brazil if there is a Delayed any Tax period ending on or before the Closing Date, except to the Delayed extent: (i) attributable to the carryback of a net operating loss or other Tax attribute from a taxable period (or portion thereof) beginning after (or in the case of Transferred Entities that are residents of Canada for purposes of the Income Tax Act (Canada), on) the Closing Date), or otherwise, but (ii) excluding refunds specifically identified and taken into account in the calculation of Taxes withheld from payments to third parties that are Working Capital or Indebtedness, (iii) received by Purchaser or any of the Transferred Entities more than eighteen (18) months after the Closing Date, or (iv) required to be paid over by any of the Transferred Entities, or any of their respective Affiliates to such third partiesany other Person pursuant to a Contract entered into prior to the Closing (other than this Agreement). Any amount that Parent is entitled to under this Section 8.10 shall be net of any costs, expenses or Taxes incurred by Purchaser, any Transferred Entity or any of their respective Affiliates in connection with the obtaining, receiving, or paying over any Tax refunds or credits credits. If Parent determines that any Transferred Entity is entitled to file or make a claim for refund or to file an amended Tax Return providing for a refund with respect to prepaid Taxes with respect a taxable period ending on or before the Closing Date, then Purchaser will, if Parent so reasonably requests in writing within six (6) months after the Closing Date and at Parent’s upfront expense, cause the relevant Transferred Entity to Employment Related Liabilities taken into account in Indebtedness and file or make such claim or amended Tax Return unless doing so could reasonably be expected to have a non-de minimis adverse effect on Purchaser, any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred SubsidiariesEntity, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01their respective Affiliates.

Refunds. Parent The amount of any refunds, credits or one offsets of its Affiliates shall be entitled to retain or, to Taxes of either of the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Companies or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to Company Subsidiaries for any Pre-Closing Tax Period relating to shall be for the Transferred Subsidiaries, Parent or any Asset Sellers, account of the Seller except to the extent that such refund was refunds, credits or offsets of Taxes are reflected as an asset a Tax receivable on the Financial Statements and have been taken into account in determining the calculation of Closing Working Capital as finally determined Purchase Price Adjustment pursuant to Section 2.05. Buyer 2.07, in which case such refunds, credits or offsets of Taxes shall be entitled to retain orfor the account of the Purchasers. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of the Purchasers to the extent actually received by Parent such refunds, credits or its Affiliatesoffsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period or the portion of a Straddle Period beginning after the Closing Date of items of loss, receive prompt payment from Parent deduction or credit, or other Tax items, of either of the Companies or any of its Affiliates ofthe Company Subsidiaries (or any of their respective Affiliates, any refund or credit with respect to Taxes (including refunds arising by reason of the Purchasers); provided, however, the Purchasers may not file an amended Tax Returns filed after Return or claim for refund of Taxes for any Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date (orexcept as required by Law) without the written consent of the Seller (which consent shall not be unreasonably withheld). The amount of any refunds, with respect to Brazil if there is a Delayed Closing Date, credits or offsets of Taxes of either of the Delayed Closing), Companies or otherwise) with respect to any of the Company Subsidiaries for any Post-Closing Tax Period relating shall be for the account of the Purchasers. The amount of any refunds, credits or offsets of Taxes of either of the Companies or any of the Company Subsidiaries for any Straddle Period shall be equitably apportioned between the Seller and the Purchasers in accordance with the principles of Section 7.02 except to the Transferred Subsidiaries. Any refunds extent such refunds, credits or credits offsets of Taxes with respect are reflected as a Tax receivable on the Financial Statements and have been taken into account in determining the Purchase Price Adjustment pursuant to Straddle Periods Section 2.07, in which case such refunds, credits or offsets of Taxes shall be apportioned between Pre-Closing Tax Periods for the account of the Purchasers. Each party shall forward, and Post-Closing Tax Periods pursuant shall cause its Affiliates to forward, to the principles set forth in Section 7.01party entitled to receive the amount of a refund, credit or offset to Tax the amount of such refund, credit or offset to Tax, within 10 days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may be.

Refunds. Parent or one of its Affiliates The Sellers shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt immediate payment from Buyer any member of the PD Mexico Group or any of its Affiliates the Purchaser (including the Transferred Subsidiariesupon such Person’s receipt thereof) of, any Tax refund or any credit with respect to Taxes ((i) including including, without limitation, refunds arising by reason of amended Tax Returns returns filed after the Closing Date Date) or credit of any Taxes (orplus any interest and inflation adjustments thereon received with respect thereto from the applicable taxing authority) relating to any member of the PD Mexico Group for which the Sellers are responsible under Section 5.3(a) or have otherwise paid or caused to be paid. In addition, any reduction of Taxes (“Reduced Taxes”) due with respect to Brazil if there the assets or business of any member of the PD Mexico Group for any period or partial period ending after the Closing Date that is attributable to an adjustment on audit by a Delayed taxing authority requiring any member of the PD Mexico Group to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax Return as originally filed for periods ending on or prior to the Closing DateDate shall be credited to the Sellers, and the Delayed Closing Date), or otherwise, but (ii) excluding refunds Purchaser shall pay over such Reduced Taxes to the Sellers promptly after the receipt of any refund of Taxes withheld from payments attributable thereto or the payment of any Reduced Tax or the reporting of any Tax liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Purchaser, if any, to third parties that are required amend any Tax Returns in order to be paid over to pursue such third parties, any refunds or credits refund. Any dispute with respect to prepaid Reduced Taxes with respect to Employment Related Liabilities taken into account in Indebtedness shall be resolved by the Tax Dispute Accountants, and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing such determination by the Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05Dispute Accountants shall be final. Buyer The Purchaser shall be entitled to retain orthe benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the PD Mexico Group. The Purchaser and the Sellers shall cooperate and the Purchaser shall cause the PD Mexico Group and its other Affiliates to cooperate, with the Sellers with respect to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any claiming of its Affiliates of, any refund or credit with respect referred to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closingin this Section 5.3(c), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any including, without limitation, discussing potentially available refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing and preparing and filing any amended Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Return or other claim for a refund.

Refunds. Parent or one Except to the extent included as an asset in the determination of its Affiliates shall Excluded Taxes, Company Stockholders will be entitled to retain orall Tax refunds, Tax credits or Tax overpayments of the Company or any Company Subsidiary for Pre-Closing Tax Periods; provided that such amounts will be net of: (i) any reasonable out-of-pocket costs incurred in obtaining such refund, credit or overpayment of Taxes, (ii) any Tax required to be withheld on such amount, and (iii) any Taxes borne by Buyer, the Company or any Company Subsidiary as a result of their receipt of such refund, credit or overpayment of Tax. For the avoidance of doubt, the Company Stockholders will not be entitled to any payment or other benefit in the event any of Buyer, the Company, or the Company Subsidiaries receives any refund of Taxes for a Pre-Closing Tax Period that is attributable to carrying back to a Pre-Closing Tax Period a net operating loss or tax credit that arose in a taxable period (or portion thereof) beginning after the Closing Date. If Buyer, the Company or any Company Subsidiary or any of their affiliates receives any such net Tax refund or Tax credit or benefit from a Tax overpayment to which the Company Stockholders are entitled pursuant to this Section 7.17(h) (each a “Pre-Closing Tax Refund”), Buyer, the Company or the Company Subsidiaries, as applicable, will promptly pay (or cause their respective affiliates to pay) the amount of such Pre-Closing Tax Refund (including interest only to the extent a Governmental Entity actually received by paid or otherwise available to Buyer credited Xxxxx, the Company, the Company Subsidiary, or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit such affiliate for interest with respect to Taxes ((isuch refund) including refunds arising by reason of amended Tax Returns filed after to the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, Company Stockholders. In the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties event that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating Refund is required to be repaid to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Dateapplicable Governmental Entity, the Delayed Closing), or otherwise) Company Stockholders will promptly pay in accordance with respect their Pro Rata Shares an amount equal to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between such repaid Pre-Closing Tax Periods Refund (together with any applicable interest and Post-Closing Tax Periods pursuant penalties) to the principles set forth in Section 7.01Buyer.

Refunds. Parent or one of its Affiliates The Blocker Sellers shall be entitled to retain or, to the extent actually any credits and refunds (including any interest thereon) received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any a Blocker in respect of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period, solely to the extent that the amount of such credit or refund (and any interest thereon) exceeds the amount reflected as an asset with respect to such credit or refund on the statement of Final Working Capital. Buyer agrees that, upon written request of Seller Representative and at the sole cost and expense of Blocker Seller, it shall apply for any such credit or refund and further agrees that it will not elect to (i) carry forward any such credit or refund amount to reduce Taxes of a Blocker or Company Party for any Tax period (or portion thereof) that begins after the Closing Date; or (ii) carry forward any net operating losses from a Pre-Closing Tax Period to a Tax period that begins on or after the Closing Date if such net operating losses, credit or refund could be utilized to obtain a refund for a Pre-Closing Tax Period. Buyer shall cause a Tax refund that is recognized or received with respect to a Pre-Closing Tax Period and which Blocker Sellers are entitled pursuant to this Section 7.03(g) to be paid to the Sellers' Representative (for distribution to the Blocker Sellers) promptly after it is received. At the time that the Sellers' Representative files each Blocker's Income Tax Return pursuant to Section 7.03(b), each Blocker shall either (i) properly carry back any net operating loss from its 2013 tax year to offset income from its 2012 tax year; or (ii) properly elect to relinquish the carry back period with respect to such net operating loss. Notwithstanding anything to the contrary in this Agreement, Blocker Sellers shall not be entitled to any credit or refund relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except a Pre-Closing Tax Period to the extent that such credit or refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant relates to Section 2.05. Buyer shall be entitled to retain or, any net operating loss or credit that is carried back to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any PostPre-Closing Tax Period relating from a taxable period (or portion thereof) ending on or after the Closing Date, and Blocker Sellers shall not be entitled to the Transferred Subsidiaries. Any refunds or credits of Taxes any payment with respect to Straddle Periods shall be apportioned between the use or application in a taxable period ending after the Closing Date, subject to the limitations provided in (i) and (ii) of this Section 7.03(g), of a net operating loss or credit that arises in a Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent Except as otherwise provided in Section 8.2(b) or one of its Affiliates shall be entitled to retain orthis Section 8.7, to the extent actually received by any determination of the Tax liability of the Company, whether as a result of an Audit, a claim for refund, the filing of an amended Tax Return, or otherwise available to Buyer or its Affiliatesotherwise, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, results in any refund of Taxes paid by the Company on or any credit with respect prior to Taxes ((i) including refunds arising the Closing Date or by reason of amended Tax Returns filed the Sellers after the Closing Date (or, with respect pursuant to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) this Agreement with respect to any Pre-Closing Tax Period relating to the Transferred SubsidiariesPeriod, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain orthen, to the extent actually not reflected in the Closing Date Statement as finally determined and taken into account in finally determining the Actual Closing Date Net Working Capital, Purchaser shall cause the Company to promptly pay any such refund and any interest received by Parent or its Affiliatesthereon, receive prompt payment from Parent or net of any third party out of pocket cost to Purchaser and its Affiliates ofattributable to the obtaining and receipt of such refund, to the Seller Representative (for distribution to the applicable Sellers in accordance with the Company Charter as in effect immediately prior to the Closing) upon receipt thereof (or upon application of such refund to other amounts of Taxes owed) by the Company. Purchaser and the Company shall not be required to pay such refund to the Seller Representative to the extent such refund arises as the result of a carryback of a loss or other Tax benefit from a taxable period (or portion thereof) beginning after the Closing Date. To the extent such refund is subsequently disallowed or required to be returned to the applicable Tax authority, the Seller Representative and Sellers agree promptly to repay the amount of such refund, together with any refund interest, penalties or credit other additional amounts imposed by such Tax authority, to Purchaser (or, if directed by Purchaser, the Company). Purchaser shall, and shall cause the Company to, reasonably cooperate with respect the Seller Representative in obtaining any Tax refunds to Taxes (which the Sellers would be entitled pursuant to this Section 8.7, as reasonably requested by the Seller Representative, including refunds arising by reason of filing any amended Tax Returns filed after the Closing (or, with respect necessary to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to claim any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01such refunds.

Refunds. Parent or one of its Affiliates shall Seller will be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Purchaser or any of its Affiliates (including the Transferred Company and its Subsidiaries) of, of any refund or any credit arising with respect to Taxes any of the Company and its Subsidiaries ((i) including including, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of relating to Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to Period. Purchaser and the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall Company and its Subsidiaries will be entitled to retain orretain, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates Seller of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to any of the Transferred Company and its Subsidiaries. Any refunds Purchaser and Seller will equitably apportion any refund or credits of credit with respect to Taxes with respect to Straddle Periods any Interim Period consistent with the provisions of Section 6.11(a). The amount of any refund or credit which Seller is entitled to retain or receive pursuant to this Section 6.11(j) shall be apportioned between Pre-limited to the amount of such refund or credit that exceeds the portion, if any, of such refund or credit that is reflected as an asset on the Closing Balance Sheet, increased by any interest actually paid with respect to such refund that accrued after the Closing Date. The amount of any refund or credit which Purchaser or Seller is entitled to retain or receive pursuant to this Section 6.11(j) shall be reduced to take account of any Taxes incurred upon the receipt of such refund or credit. All payments required to be made pursuant to this Section 6.11(j) shall be made within thirty days after receipt or entitlement to the refund or credit by Seller, Purchaser, the Company or its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.11(j), Seller shall be entitled to receive and retain any Tax Periods and Post-Closing Tax Periods refund (including interest actually paid with respect to such refund) which represents a refund of Taxes that it previously paid pursuant to the principles set forth indemnity provisions in Section 7.019.4(a).

Refunds. Parent Buyer may (except as provided in Section 9.11(b)), at its option, cause any of the Company or one of its Affiliates shall be entitled Subsidiary to retain orelect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller: (i) any refund of Taxes paid to any of the extent Company or its Subsidiary for any Pre-Closing Period actually received by or otherwise available to Buyer Buyer, the Company or its Affiliates, receive prompt payment from Buyer Subsidiary (or any of its Affiliates (including the Transferred Subsidiariestheir respective Affiliates) of, and any refund amounts of Pre-Closing Taxes credited against Taxes for a Post-Closing Period or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed a Straddle Period beginning after the Closing Date (or, with respect to Brazil if there is which the Company or its Subsidiary become entitled in a Delayed Tax period ending after the Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds a portion of any refund of Taxes withheld from payments to third parties that are required paid by any of the Company or its Subsidiary for any Straddle Period (such portion to be paid over to such third parties, any refunds or credits allocated consistent with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.9.11(d) hereof) actually received by Buyer, the Company or its Subsidiary (or any of their respective Affiliates) and any amounts of Pre-Closing Taxes credited against Taxes for a Post-Closing Period or a Straddle Period beginning after the Closing Date to which the Company or its Subsidiary become entitled in a Tax period ending after the Closing Date, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer, the Company or its Subsidiary (or any of their respective Affiliates) resulting from such refund; provided, however, that Seller shall not be entitled to any refund (w) to the extent such refund relates to a carryback of a Tax attribute from any period ending after the Closing Date, (x) any refund that was taken into account for the purposes of calculating the Net Working Capital, (y) to the extent such refund relates to deductions taken into account for purposes of calculating the Tax Benefit Amount, or

Refunds. Parent or one of its Affiliates shall be entitled to retain or, Except to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital Capital, the Sellers or the Blocker Sellers, as finally determined pursuant to Section 2.05. Buyer shall applicable, will be entitled to retain orany credits or refunds of Taxes (including amounts credited against Taxes otherwise payable) of any Sold Entity in respect of any Pre-Closing Tax Period; provided, however, that Sellers and Blocker Sellers shall not be entitled to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with of Taxes to the extent such Taxes were not (i) paid by any Sold Entity prior to the Closing or by the Sellers or Blocker Sellers (including through the Fund Indemnity) or (ii) included as a current liability in Closing Working Capital. With respect to any credits or refunds of Taxes of any Sold Entity in respect of any Post-Closing Tax Period, Buyer or such Sold Entity, as applicable, will be entitled to such credits or refunds of Taxes (including refunds arising amounts credited against Taxes otherwise payable). The Buyer shall cause the amount of any refund or credit to which the Sellers and the Blocker Sellers are entitled to receive pursuant this Section 9.11(d) (Refunds) to be paid to the Sellers’ Representative on behalf of the Sellers and Blocker Sellers promptly after such refund or credit is received, allowed or applied against any Tax liability by reason the Buyer or any Sold Entity following the Closing. If any Seller or Blocker Seller receives any refund or credit of amended Tax Returns filed after of any Sold Entity (other than any refund or credit of Tax which the Closing Sellers and Blocker Sellers are entitled to receive pursuant to this Section 9.11(d) (or, with respect to Brazil if there is a Delayed Closing DateRefunds)), the Delayed Closing)Sellers’ Representative will cause the amount of such refund or credit to be paid to Buyer promptly after such refund or credit is received, allowed or otherwiseapplied against any Tax liability. Buyer shall not claim (or cause any Sold Entity to claim) with respect to any credit or refund of Tax by carrying back any loss, credit or other Tax benefit from any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between any Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Period.

Refunds. Parent or one of its Affiliates The Shareholder shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt immediate payment from Buyer any member of the Company Group or any of its Affiliates (including the Transferred Subsidiaries) Parent or the Surviving Corporation of, any refund or any credit with respect to Taxes ((i) including any Tax refund, excluding any Tax refunds that were taken into account in Current Assets for purposes of the adjustments in Section 4, but including, without limitation, refunds arising by reason of amended Tax Returns returns filed after the Share Purchase Closing Date or Merger Closing Date, as the case may be, and refunds or other distributions of any amounts deposited in connection with the tax litigation described in Schedule 5.14 under the heading “Tax Litigation”, or (orii) credit of any taxes (plus any interest thereon received with respect thereto from the applicable taxing authority or Governmental Authority) relating to any member of the Company Group for which the Shareholder is responsible under Section 7.4(a) or has otherwise paid or caused to be paid. In addition, any reduction of Taxes (“Reduced Taxes”) (i) due with respect to Brazil if there the assets or business of any member of the Company Group for any period or partial period ending after the Share Purchase Closing Date with respect to the Foreign Subsidiaries or the Merger Closing Date with respect to the Company and the Remaining Subsidiaries that is attributable to an adjustment on audit by a Delayed taxing authority requiring any member of the Company Group to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax Return as originally filed for periods ending on or prior to the Share Purchase Closing Date or the Merger Closing Date, as the Delayed Closing Date)case may be, shall be credited to the Shareholder, and the Parent or any member of the Company Group shall pay over such Reduced Taxes to the Shareholder promptly after the receipt of any refund of Taxes attributable thereto or the payment of any Reduced Tax or the reporting of any Tax liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Parent or the Surviving Corporation, if any, to amend any Tax Returns in order to pursue such refund, or otherwise, but (ii) excluding refunds due with respect to the assets or business of the Company Group, for any period or partial period ending on or before the Share Purchase Closing Date with respect to the Foreign Subsidiaries or the Merger Closing Date with respect to the Company and the Remaining Subsidiaries that is attributable to an adjustment on audit by a taxing authority requiring any member of the Company Group to deduct expenses that were capitalized or accelerate anticipated deductions, in each case, on a Company Group Tax Return relating to periods or portions thereof ending on or prior to the Share Purchase Closing Date or the Merger Closing Date, as the case may be, shall be credited to the Parent and the Shareholder shall pay over such Reduced Taxes to the Parent promptly after the receipt of any refund of Taxes withheld attributable thereto, less any reasonable expenses incurred by the Shareholder, if any, to amend any Tax Returns in order to pursue such refund. Any dispute with respect to Reduced Taxes shall be resolved by the Tax Dispute Accountants, and any such determination by the Tax Dispute Accountants shall be final. The Parent shall be entitled to the benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from payments the applicable taxing authority) relating to third parties that are required any member of the Company Group. The Parent, the Shareholder and the Surviving Corporation shall reasonably cooperate, and the Parent shall cause the Company Group and their other Affiliates to be paid over reasonably cooperate, with the Shareholder with respect to such third partiesclaiming of any refund or credit referred to in this Section 7.4(c), any including discussing potentially available refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and preparing and filing any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing amended Tax Period relating to the Transferred Subsidiaries, Parent Return or any Asset Sellers, other claim for a refund except to the extent the Parent reasonably determines that the filing of such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after Return or other claim for a refund would have a Material Adverse Effect on the Closing (orCompany Group, with respect to Brazil if there is taken as a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01whole.

Refunds. Parent or one of its Affiliates shall be entitled to retain orretain, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer (but no later than fifteen (15) Business Days after receipt thereof or, with respect to a Tax Credit, no later than fifteen (15) Business Days after the filing of an applicable Tax Return reflecting a reduction in cash Taxes payable by Purchaser or any of its Affiliates (including the Transferred Subsidiariesdue to utilization of such Tax Credit) from Purchaser of, any Tax refund or any credit with respect to Taxes in lieu of a Tax refund (such credit, a “Tax Credit”) (i) including refunds and Tax Credits arising by reason of amended Tax Returns filed after the Closing Date (oror otherwise), including any interest paid or credited by a Governmental Entity with respect thereto, with respect to Brazil if there Indemnified Taxes or other indemnity obligations of Parent pursuant to Article X; provided that such payment shall be net of any costs and expenses (including Taxes) incurred by Purchaser or any of its Affiliates in obtaining or receiving such refund or Tax Credit and shall only include refunds or Tax Credits to the extent such refund or Tax Credit (i) was not taken into account in determining the Closing Purchase Price, (ii) is not attributable to a Delayed carryback of any losses, credits or other Tax attributes from any period (or portion thereof) beginning after the Closing Date, (iii) is not attributable to any losses, credits or other Tax attributes relating to Purchaser or its Affiliates (other than the Delayed Closing DateTransferred Entities), (iv) is a refund of or Tax Credit with respect to Tax liabilities that were paid by or on behalf of the Transferred Entities prior to the Calculation Time, were specifically included in determining the Final Purchase Price (through Indebtedness, Transaction Expenses or Working Capital), or otherwisewere paid by Parent pursuant to Article X, but and (iiv) excluding refunds of Taxes withheld from payments to third parties that are is not required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Person other than Parent or any of its Affiliates of, under any Contract entered into prior to the Closing to which any of the Transferred Entities is a party. If Parent determines that any Transferred Entity is entitled to file a claim for refund or credit an amended Tax Return providing for a refund with respect to Taxes Indemnified Taxes, then Purchaser will, if Parent so requests and solely at Parent’s expense, cause the relevant Transferred Entity to file or make such claim or amended Tax Return, including through the prosecution of any proceeding which Parent directs such Transferred Entity to pursue; provided, that in Purchaser’s reasonable judgment, filing or making such claim or filing such amended Tax Return would not reasonably be expected to result in any unreimbursed cost or adverse Tax consequences to Purchaser or any of its Affiliates (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred SubsidiariesEntities). Any refunds In the event any refund of any Tax or credits of Taxes with respect Tax Credit is subsequently disallowed or determined by a Governmental Entity to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods an amount less than the amount taken into account to make a payment pursuant to the principles set forth in this Section 7.018.11, Parent shall promptly return such excess to Purchaser, together with any applicable interest or penalties imposed by such Governmental Entity.

Refunds. Parent Any Tax refunds or one of its Affiliates shall be entitled to retain or, to the extent actually credits that are received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of and its Affiliates (including for this purpose the Transferred SubsidiariesVantive Group Entities and the Deferred Vantive Local Businesses) of or against any Indemnified Taxes other than any Excluded Tax Refunds shall be for the account of Seller, and Buyer shall pay over, or cause its Affiliates to pay over, net of any reasonable out-of-pocket and third-party costs (including Taxes), the amount of any such refund or any credit with respect to Taxes Seller within five ((i5) including refunds arising by reason of amended Tax Returns filed Business Days after the Closing Date receipt thereof or the application of such refund or credit against amounts otherwise payable. Buyer shall use commercially reasonable efforts to file for and obtain or cause its Affiliates, including any Vantive Group Entity or Deferred Vantive Local Business, to file for and obtain (or, with respect or take any other action as needed to Brazil if there is a Delayed Closing Date, the Delayed Closing Dateobtain), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid which Seller is entitled under this Section 4.15(e). If an amount of Indemnified Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected included as an asset a liability in the calculation of Closing Working Capital Final Cash Consideration is later determined to not be payable (a “Tax Overprovision”), the amount of such Tax Overprovision shall be for the account of Seller and shall be treated as finally determined being received by Buyer upon reversal of such Tax liability in the financial statements of Buyer, the Vantive Group Entities the Deferred Vantive Local Businesses, or any of their Affiliates pursuant to Section 2.05GAAP. Buyer shall be entitled pay over to retain orSeller the amount of any such Tax refund or such Tax Overprovision within ten (10) Business Days after its receipt, net of any reasonable out-of-pocket and third-party costs (including Taxes) incurred by Xxxxx and any of their Affiliates attributable to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any obtaining and receipt of its Affiliates of, any such Tax refund or credit with respect to Taxes (including refunds arising by reason of amended or Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Overprovision.

Refunds. Parent or one of its Affiliates Xxxxxx shall be entitled to retain or, to the extent actually received by by, or otherwise available to Buyer credited to, GE or its Affiliates, receive prompt immediate payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent GE or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, or otherwise) with respect to Brazil if there is a Delayed any Pre-Closing DateTax Period relating to the Purchased Assets or the Business except to the extent such Taxes (or refunds or credits with respect to such Taxes) are reflected on the Closing Date Balance Sheet. GE shall be entitled to retain or, to the Delayed Closing)extent actually received by, or credited to, Xxxxxx or its Affiliates, receive immediate payment from Xxxxxx or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any Purchased Assets or the Business or with respect to Taxes, refunds or credits that are reflected on the Closing Date Balance Sheet. Xxxxxx shall cooperate with GE to enable GE to obtain any refund or credit with respect to Taxes to the extent such refund or credit is reflected on the Closing Date Balance Sheet and GE shall cooperate with Xxxxxx in securing any refund or credit of Taxes to which Xxxxxx would be entitled under this Section 9.4. Any refund or credit of Taxes with respect to a Straddle Periods Period shall be apportioned between to the Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to in accordance with the principles set forth in Section 7.019.2. Except to the extent applicable Law requires otherwise, the party receiving the refund shall treat the receipt of such payment as not constituting income subject to Tax. Any payment made pursuant to this Section 9.4 shall be net of any Taxes imposed on the payor as a result of its receipt of such refund increased by any Tax benefit to which the payor becomes entitled as a result of the payment made pursuant to this Section 9.4.

Refunds. Parent or one of its Affiliates The Equityholders shall be entitled to retain or, have added to the extent actually received by Escrow Fund the amount of any refund or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer credit of Taxes of the Company or any of its Affiliates (Subsidiaries that is received by Parent or its Subsidiaries prior to the date on which the Escrow Fund has been exhausted to the extent such Taxes were paid by the Company or any of its Subsidiaries before the Closing Date, which refund or credit is actually recognized by Parent or its Subsidiaries, including the Transferred Surviving Corporation and its Subsidiaries) of, any refund on or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating prior to the Transferred Subsidiariesdate on which the Escrow Fund has been exhausted, net of any cost to Parent or any Asset Sellersits Subsidiaries attributable to the obtaining and receipt of such a refund or credit, except to the extent that such refund or credit arises as a result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, or was reflected included as an asset in the calculation of Closing the Net Working Capital as finally determined pursuant to Section 2.05the Closing Statement. Buyer Parent shall deposit in the Escrow Fund any such amount to be entitled to retain or, added to the extent actually received Escrow Fund pursuant to the prior sentence within ten (10) Business Days of the receipt or recognition of the applicable refund or credit by Parent or its AffiliatesSubsidiaries. To the extent requested by the Equityholders’ Representative, receive prompt payment from Parent or any its Subsidiaries will reasonably cooperate with the Equityholders’ Representative in obtaining such refund or credit (which, for the avoidance of its Affiliates ofdoubt, shall not include any refund or credit with respect to Taxes (a Colorescience Tax Return), including refunds arising by reason through the filing of amended Tax Returns filed after for periods ending before or on the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), Date or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01refund claims.

Refunds. Parent or one of its Affiliates shall be entitled to retain or, Except to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred Subsidiaries) of, any such Tax refund or any credit with respect to Taxes credits of Tax liability were specifically reflected in the Closing Working Capital and were taken into account in determining the Purchase Price or arises as the result of a carryback of a loss or other Tax attribute from a Tax period ((ior portion thereof) including refunds arising by reason of amended Tax Returns filed beginning after the Closing Date (or, with respect to Brazil if there is other than a Delayed Closing DateRealized Tax Benefit), the Delayed Closing DateBuyer shall pay to the Sellers Representative for further distribution to the Stockholders and to the Company for further distribution to the Optionholders (which the Company shall, in turn, pay or cause the Subsidiary to pay to the Optionholders within four Business Days by the methods set forth in Section 2.2(b)(ii)), or otherwisein each case, but (ii) excluding refunds of Taxes withheld from payments in their respective Seller Pro Rata Portions, an amount equal to third parties that are required to be paid over to such third parties, any Tax refunds or credits with of Tax liability, including interest paid therewith, in respect to prepaid of Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) paid by the Company or the Subsidiary with respect to any Pre-Closing Tax Period relating or a Pre-Closing Straddle Period net of any out of pocket costs to Buyer and its Affiliates attributable to the Transferred Subsidiaries, Parent obtaining and receipt of such refund or any Asset Sellers, except credit. The Buyer shall pay to the extent that Sellers Representative and the Company the amount of any such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (within 15 days after receipt or entitlement thereto. The parties agree that Tax refunds or credits of Tax liability for portion of the Straddle Period ending on and including refunds arising by reason of amended Tax Returns filed after the Closing (orDate shall be determined using the methodologies consistent with those for determining Taxes relating to such portion of any Straddle Period as set forth in Section 11.4(d) above. The Buyer shall reasonably cooperate, and shall cause the Company and the Subsidiary to reasonably cooperate, with the Sellers Representative in filing any claims for Tax refunds in respect to Brazil if there is of Taxes paid by the Company for a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any PostPre-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between a Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Straddle Period.

Refunds. Parent Buyer may (except as provided in Section 10.09(b)), at its option, cause any of Target or one of its Affiliates shall be entitled the Transferred Partnerships to retain orelect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify the extent Seller Representative of and pay (or cause to be paid) to the Sellers: any refund of Taxes paid to any of Target or the Transferred Partnerships for any Pre-Closing Period actually received by Buyer, Target or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer the Transferred Partnerships (or any of its Affiliates (including the Transferred Subsidiariestheir respective Affiliates) of, and any refund amounts of Pre-Closing Taxes credited against Taxes for a Post-Closing Period or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed a Straddle Period beginning after the Closing Date (or, with respect to Brazil if there is which Target or the Transferred Partnerships become entitled in a Delayed Tax period ending after the Closing Date, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer, Target or the Delayed Transferred Partnerships (or any of their respective Affiliates) resulting from such refund; provided, however, that the Sellers shall not be entitled to any refund to the extent such refund relates to a carryback of a Tax attribute from any period ending after the Closing Date). Buyer shall pay (or cause to be paid) the amounts described in the second sentence of this Section 10.09(f) within thirty (30) days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto. To the extent that Buyer has paid a Tax refund to the Seller Representative, and all or a portion of such Tax refund has subsequently been determined to be due and owed to a Governmental Body under the procedures of Section 10.09(e) or otherwise, but (ii) excluding refunds the Seller Representative shall return to Buyer such amounts of Taxes withheld from payments to third parties that are required such refund which have been determined to be paid over due and owed to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01Governmental Body.

Refunds. Parent All refunds of Taxes (including interest actually received thereon from a relevant Taxing Authority) for which Seller and Holdco are responsible pursuant to Section 9.1 (other than to the extent such refund results from the carryback to a Pre-Closing Tax Period of a Tax attribute of the Company or any of its Subsidiaries generated in a Post-Closing Tax Period) shall be for the account of Seller or its designee. If a refund of Taxes for which Seller or Holdco are responsible pursuant to Section 9.1 is received by Buyer, one of its Affiliates Affiliates, the Company or any of its Subsidiaries, Buyer shall pay such amounts less Buyer’s out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred by Buyer, its Affiliates, the Company or any of its Subsidiaries in connection with, or as a result of, the receipt of such refund or interest to Seller or its designee. Buyer shall be entitled to retain or, all other refunds of Taxes (including interest received thereon from a relevant taxing authority) in respect of any Taxes of the Company or any of its Subsidiaries (including to the extent actually such refund results from the carryback to a Pre-Closing Tax Period of a Tax attribute of the Company or any of its Subsidiaries relating to a Post-Closing Tax Period), and Seller shall pay or cause to be paid such amounts to Buyer if such amounts are received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer Seller or any of its Affiliates (including less Seller’s out-of-pocket costs incurred in connection with obtaining such refund and less any Taxes incurred by Seller or its Affiliates in connection with the Transferred Subsidiaries) ofreceipt of such refund or interest). Buyer or Seller, as applicable, shall pay over to Seller or its designee or to Buyer or its designee, as applicable, any such cash refund or any credit with respect to Taxes within thirty ((i30) including refunds arising by reason of amended Tax Returns filed Business Days after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01receipt thereof.

Refunds. Parent or one of its Affiliates The Seller shall be entitled to retain orany refunds of or reductions from Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) actually received by the Company or any of its Affiliates in respect of the Pre-Closing Period or in respect of the portion of any Straddle Period that ends on and includes the Closing Date. The Buyer shall cause the Company and its Affiliates to use commercially reasonable efforts to obtain any such refunds to which the Company or any of its Affiliates may be entitled, and shall deliver to the Seller any such refunds within five (5) Business Days of receipt by the Company or its Affiliates, after deducting any Taxes incurred in connection with obtaining and receiving the refund. The Buyer shall be entitled to any refunds of or reductions from Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) actually received by the Seller or any of its Affiliates in respect of the Post-Closing Period or in respect of the portion of any Straddle Period that ends after the Closing Date. The Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate with the Buyer to obtain any such refunds to which the Company may be entitled, and shall deliver to the Company any such refunds to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer the Seller or any of its Affiliates within five (including 5) Business Days of receipt by the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, Parent or any Asset Sellers, except to the extent that such refund was reflected as an asset in the calculation of Closing Working Capital as finally determined pursuant to Section 2.05. Buyer shall be entitled to retain or, to the extent actually received by Parent Seller or its Affiliates, receive prompt payment from Parent after deducting any Taxes incurred in connection with obtaining and receiving the refund; provided, however that it shall be the Buyer’s sole obligation to obtain any such refunds in respect of the Post-Closing Period or in respect of the portion of any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed Straddle Period that ends after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any Post-Closing Tax Period relating to the Transferred Subsidiaries. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the principles set forth in Section 7.01.