Tax Attribute Carryovers Sample Clauses

Tax Attribute Carryovers. 7.1 Carryforward Tax Attributes. C-Cube and Semiconductor shall reasonably cooperate to allocate Carryover Tax Attributes among the members of the C-Cube Subgroup and the Semiconductor Subgroup in a manner that enables such members to succeed to such attributes attributable to C-Cube (other than the Semiconductor Business) and the Semiconductor Business, respectively; provided, however, that any such attribute that may not be so allocated under applicable law shall remain the property of the member entitled to such attribute under applicable law, and there shall be no obligation of such member or its affiliates to compensate any other member for the use of such Carryforward Tax Attribute. 7.2 Carryback Items from Separate Return Tax Periods. With respect to carrybacks of Semiconductor or net operating losses, net capital losses, unused tax credits and other deductible or creditable Tax attributes to a Consolidated Period from a Separate Return Period which would be permitted under the Code and the Regulations (or state law or state regulations), Semiconductor shall make an irrevocable election under Regulations Section 1.1502-21(b)(3)(i) (or comparable state law or state regulations), to relinquish any carryback period which would include the Consolidated Period. In cases where Semiconductor cannot relinquish the carryback period (other than by reason of Semiconductor failing to make such irrevocable election) or, if the parties otherwise agree, C-Cube shall cooperate with Semiconductor in seeking Tax refunds from the appropriate Taxing Authority, at Semiconductor's expense, and Semiconductor shall be entitled to such refund on an After-Tax Basis, including interest paid by the Taxing Authority in connection with such refund, less any reasonable out of pocket costs incurred by C-Cube in connection with such refund; provided however, that Semiconductor shall indemnify and hold C-Cube harmless from and against any and all collateral Tax consequences resulting from or caused by the carryback of deductible or creditable Tax attributes by Semiconductor from a Separate Return Period to a Consolidated Period, including but not limited to, Tax attributes of C-Cube that expire unused (including Tax attributes that expire during a Tax period subsequent to the Tax period during which the Semiconductor Tax attribute carried back was generated or taxes paid that are no longer available for refund) and which would have been used but for Semiconductor's carryback. The am...

Tax Attribute Carryovers