Common use of Tax Refunds and Credits Clause in Contracts

Tax Refunds and Credits. Following Closing, any Tax refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyer.

Tax Refunds and Credits. Following ClosingAny refunds, credits against Taxes or similar Tax benefit (including any Tax refunds received by the Company, Buyerinterest paid or credited with respect thereto) of, or their respective post-Closing Affiliateswith respect to, and the Acquired Companies that are attributable or allocable to any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund (or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and of any Straddle Period) will be for the remainder benefit of the Straddle Period according Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount of any such refunds and other benefits (whether received as a refund or as a credit against or an offset of Taxes otherwise payable) to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) Seller within 15 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or application credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of such the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit against Tax, net of: or Tax benefit the amount of which was included in the calculation of the Purchase Price; (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (iib) any Tax required refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to be withheld the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on such paymentor before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable Governmental Body taxing authority (or by virtue of a change in applicable Tax Law) of any refund or credit amounts with respect to which a payment has been made pursuant to Seller under this Section 5.9(c4.8(f), then Sellers will Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body taxing authority with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyer.

Tax Refunds and Credits. Following ClosingAny Tax refund with respect to a taxable period or portion thereof ending on or before the Closing Date that is not shown as an asset on the September 30 Statement shall belong to Seller, any except that the following Tax refunds received by the Company, Buyer, or their respective post-Closing Affiliates, shall belong to Buyer and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according paid promptly to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net ofBuyer: (i) any reasonable out-of-pocket costs associated Tax refund received by Seller or the Retained Companies generated by carrybacks of available losses or credits arising in obtaining such refunds taxable periods or creditportions thereof of the Acquired Companies beginning after the Closing Date; and (ii) any Tax required refund received by Seller or the Retained Companies for any taxable period or portion thereof ending on or before September 30, 1995, to the extent any Buyer Indemnitee has a claim under any of the Tax Indemnities which claim resulted from a Tax Return position that generated such Tax refund or, in the case of any other indemnity claim pursuant to Article VIII, an undisputed claim, that has not been fully satisfied prior to receipt of such tax refund due to an insufficiency of funds in the Indemnity Escrow Account, but only to the extent of such unsatisfied claim, provided, that no amount shall be withheld on payable pursuant to clause (ii) of this Section 6.9 to the extent such Tax refund is due by Seller to any Retained Company under the Tax allocation agreement referred to in Section 6.7(c). Any amount described in clause (ii) above shall be treated as an indemnity payment under Article VIII. In the event Seller or the Retained Companies fail to make such payment, the Tax refund due shall be treated as a Loss to which the Tax Indemnity shall apply subject to the provisions of Article VIII. If there is Buyer shall pay, or shall cause SWL to pay, promptly to Seller any amount SWL, Buyer or any Affiliate of Buyer receives from Tenneco Inc. under that certain Stock Purchase Agreement between Tenneco Inc. and I.C.H. Corporation dated as of July 31, 1986; provided, that such amount shall be retained by SWL, Buyer or such Affiliate, as the case may be, to the extent (x) any Buyer Indemnitee has a subsequent reduction by claim under any of the applicable Governmental Body Tax Indemnities or, in the case of any refund or credit with respect to which a payment has been made other indemnity claim pursuant to this Section 5.9(c)Article VIII, then Sellers will pay an undisputed claim, that has not been fully satisfied prior to the receipt of any such amount due to an insufficiency of funds in the Indemnity Escrow Account, and (v) such amount was paid by Tenneco Inc. in respect of a liability for Taxes that was paid by SWL, Buyer an amount equal to such reduction plus or any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance Affiliate of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliatesafter September 30, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyer1995.

Tax Refunds and Credits. Following ClosingSubject to the two (2) last sentences of this Section 6.9(c), refunds for Taxes for any Tax refunds period ending on or prior to the Closing Date (whether in the form of cash received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a direct credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period or portion of a Straddle Period beginning on the day after the Closing Date) shall be for the benefit of the Securityholders. To the extent that Parent, the Company, or a Subsidiary receives a refund or credit of any Tax after the Closing Date, Parent shall pay to the Paying Agent for distribution to the Securityholders the amount of such refund or credit (without interest other than interest received from the Governmental Entity with respect to such refund), net of any Taxes and is carried back out-of-pocket expenses incurred by Parent, the Company, or any Subsidiary in obtaining or receiving such refund or credit (and interest). The amount payable to, or on behalf of, the Securityholders with respect to any refund or credit shall be paid within ten (10) days of receipt of such refund (or, if in the form of a direct credit, with ten (10) days of filing the Tax Return claiming the benefit of the direct credit). Notwithstanding the foregoing, the following refunds or credits shall not be for the benefit of the Securityholders and Parent shall not have any obligations to make any payment to, or for the benefit, of any Securityholder with respect to the following refunds: (i) any refund or credit that was included as an asset (or offset to a Preliability) on the Latest Balance Sheet; (ii) any refund or credit that results from the carrying back of any net operating loss or other Tax attribute or credit arising in a Post-Closing Tax Period shall not be considered (or portion of a refund or credit attributable to an overpayment of Taxes of Straddle Period beginning on the Company for a Pre-day immediately after the Closing Tax Period, and Date); (iii) any refund or credit that Parent, the Company, or any Subsidiary is required to pay to a third party pursuant to applicable Law or pursuant to a Contract or other agreement that was entered into by the Company or any Subsidiary on or before the Closing Date or entered into by any Securityholder; (iv) any refund or credit that is with respect to a Tax to the extent such Tax was not included as a current liability on the Latest Balance Sheet, actually indemnified by the Securityholders under this Agreement or paid on or prior to the Closing Date; or (v) any refund or credit included as an asset (or offset to a liability) in the computation of Required Cash for a Pre-Closing purposes of determining Final Excess Cash. Notwithstanding any provision in this Section 6.9(c) to the contrary, refunds for any Transfer Tax Period attributable to any such carry back incurred in connection with the transactions contemplated by this Agreement shall be fifty percent (50%) for the account benefit of the BuyerSecurityholders and fifty percent (50%) of the benefit of Parent, provided each party has paid its allocable share under Section 6.9(f).

Tax Refunds and Credits. Following Closing, The Moneda Shareholders shall be entitled to any Tax refunds received by refund of Taxes for which the Company, Buyer, or their respective post-Closing Affiliates, and Moneda Shareholders are responsible under this Article 8. PIL shall be entitled to any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment refund of Taxes of the Company for a Pre-Closing Tax Period will be for Acquired Companies other than refunds to which the account of Sellers, except Moneda Shareholders are entitled pursuant to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Paymentimmediately preceding sentence. The calculation Any refunds of Taxes of the amount of the refund or credit attributable to Acquired Companies for any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated equitably apportioned between the Pre-Closing Tax Period Moneda Shareholders and PIL in accordance with the principles set forth in Section 8.5 and the remainder first sentence of this Section 8.7. PIL shall, if the Representatives so reasonably requests and at the Moneda Shareholders’ expense, file for and obtain or cause its relevant Affiliates (including the Acquired Companies) to file for and obtain refunds. The Representatives shall have the right to control the conduct of any such claim. If the Moneda Shareholders pay (or if the Acquired Companies pay prior to the Closing) estimated Taxes for any Straddle Period in excess of the amount ultimately determined to be due for the portion of such Straddle Period according ending on the Closing Date (as determined pursuant to the provisions of Section 5.9(a8.5). Buyer , and PIL or its Affiliates (as applicableincluding the Acquired Companies) will, or will cause obtains the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt benefit of such excess payment (either as a cash refund or application of as a reduction in cash Taxes actually payable), PIL shall promptly refund such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required excess to be withheld on such paymentthe Moneda Shareholders. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made Payments pursuant to this Section 5.9(c)8.7 shall be made in readily available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit (and shall include, then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For for the avoidance of doubt, any refunds that are received by interest paid thereon, but shall be net of any Taxes to the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes party receiving such refund in respect of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss receipt or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment accrual of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyerrefund).

Tax Refunds and Credits. Following ClosingSeller shall be entitled to retain, or receive prompt payment from Purchaser with respect to, any refund or credit (in lieu of a refund) of Taxes (including, for the avoidance of doubt, overpayments of estimated Taxes) described under Section 8.03(a)(i) through (v) except to the extent such refund or credit was specifically reflected in the calculation of Closing Indebtedness or Closing Working Capital; provided that any such payments from Purchaser to Seller pursuant to this Section 5.07(c) shall be net of all costs (including Taxes) imposed on or incurred by Purchaser or any of its Affiliates (including the Group Companies) with respect to such refund or credit; provided, further, that in the event a Governmental Authority subsequently disallows any such refund or credit, Seller shall pay, or reimburse Purchaser and its Affiliates (including the Group Companies) for, the amount of such refund or credit (including applicable interest and penalties) required to be repaid to the Governmental Authority. To the extent a Tax refunds received liability specifically reflected in Closing Indebtedness or Closing Working Capital exceeds the amount of such Tax actually paid by Purchaser or the Group Companies, such difference shall also be treated as a refund or credit which Seller is entitled to retain, or receive prompt payment from Purchaser with respect to, as described in the prior sentence. Notwithstanding the foregoing, if, prior to the payment of any refund or credit to Seller pursuant to this Section 5.07(c), Purchaser or the Group Companies are required to pay Taxes for a Pre- Closing Tax Period that were not reflected in Closing Indebtedness or Closing Working Capital, then Purchaser may reduce the amount payable to Seller under this Section 5.07(c) by the Companyamount of such Taxes. Purchaser shall, Buyerif Seller so requests and at Seller’s sole cost, file for and obtain or cause any Group Company to file for and obtain, any refunds or credits to which Seller is entitled under this Section 5.07(c), and shall remit to Seller the amount of such refund or credit to which Seller is entitled pursuant to this Section 5.07(c). Purchaser shall be entitled to retain, or their respective post-Closing Affiliates, and receive prompt payment from Seller with respect to (i) any amounts applied as a refund or credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for Group Companies other than such Taxes described in the account first sentence of Sellers, except this Section 5.07(c); provided that such payments from Seller to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period Purchaser shall be allocated between the Pre-Closing Tax Period and the remainder net of the Straddle Period according to the provisions all costs (including Taxes) imposed on or incurred by Seller or any of Section 5.9(a). Buyer or its Affiliates (as applicableexcluding the Group Companies) will, or will cause the Company to, pay over with respect to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Taxcredit, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Business Tax required to be withheld on such payment. If there Audit Amount that is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyernegative.

Tax Refunds and Credits. Following Closing, any The Indemnity Participant shall be entitled to all Tax refunds received by the Company, Buyer, (or their respective post-Closing Affiliates, and any amounts applied as a credit credits of such refunds against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable other Taxes) with respect to an overpayment of Taxes of the Company for a and its Subsidiaries with respect to any Pre-Closing Tax Period will be for the account of Sellers, except to the extent that such refunds are not accounted for in the amount was taken into account as an increase to calculation of the Final Closing Date Cash PaymentAdjustment. The calculation of Buyer shall pay over to Indemnity Participant the amount of the any such Tax refund (or credit attributable to in lieu of refund) (together with any Tax period shall take into account interest received from any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicableGovernmental Entity with respect thereto) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days promptly after actual receipt of such Tax refund or application or, in the case of a credit of such refund against other Taxes, upon the filing of the applicable Tax Return where such credit against Taxis used to reduce Taxes otherwise payable, net of: in each case, by the Buyer or any Affiliate thereof (i) including the Company and its Subsidiaries), provided that, the amount to be paid over to the Indemnity Participant shall be reduced by any Taxes and reasonable out-of-pocket costs associated and expenses incurred by Buyer with respect to the receipt or utilization thereof. The Buyer and its Affiliates shall request a refund (rather than a credit in obtaining such refunds or credit; lieu of a refund) with respect to the Company and its Subsidiaries for all Pre-Closing Tax Periods. Except with respect to the Employee Retention Credit, upon the reasonable request and at the expense of (iito the extent of reasonable out-of-pocket costs and expenses) the Indemnity Participant, the Buyer shall and shall cause its Affiliates (including the Company and its Subsidiaries) to take all steps reasonably requested by the Indemnity Participant to apply for and obtain any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect that the Indemnity Participant may be entitled to which a payment has been made pursuant to under this Section 5.9(c6.11(f)(i). Notwithstanding the foregoing, [**] shall be entitled to the net amount collected by the Company and its Subsidiaries in respect of the Employee Retention Credit (for the avoidance of doubt, net of any costs, expenses (including any amount payable to [**]), then Sellers will and Taxes, in each case relating to or payable on the Employee Retention Credit); provided that if the Company or any of its Subsidiaries is required to repay all or any portion of the Employee Retention Credit to the Internal Revenue Service following a determination by the Internal Revenue Service that the Company or any of its Subsidiaries was not entitled to the Employee Retention Credit, [**] shall pay to Buyer, by wire transfer of immediately available funds to the account or accounts designated by Buyer in writing, an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, disallowed portion within [**] after Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyer’s written request therefor.

Tax Refunds and Credits. Following ClosingThe Buyer shall, within 10 days of receipt of any Tax refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit which is unrelated to the Tax position or Tax status of the Buyer or any other Transferees or their affiliates, relates to any Tax period beginning prior to the Closing Date and is received by or on behalf of the Buyer or any affiliate or successor thereto with respect to any of the Group Subsidiaries (a) for or attributable to any Tax period shall take into account of any corresponding increase in Taxes due of the Group Subsidiaries ending on or prior to the extent not otherwise taken into account under Article 8 Closing Date or (relating b) for or attributable to indemnification). Any any period up to and including the Closing Date which is part of a Tax period of any of the Group Subsidiaries beginning prior to and ending after the Closing Date, pay the amount of such Tax refund or credit attributable to an overpayment Stanhome, net of Taxes for a Straddle Period shall be allocated between and costs expended by the Pre-Closing Tax Period and the remainder Buyer (including any interest thereon, net of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) willtaxes, or will cause other addition thereto); provided, however, that the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax shall not be required to be withheld on paid by the Buyer to Stanhome under and in accordance with this first sentence of Section 4.10 unless and until the aggregate of such paymentamounts total at least $20,000. If there the amount of any such Tax refund or credit is applied against any other Tax liability of any of the Group Subsidiaries, the Buyer or any affiliate or successor thereto for Taxes for any Tax period, the Buyer shall, within 10 days of the date of such application, pay to Stanhome an amount equal to the amount of the Tax refund or credit (including any interest thereon or other addition thereto). The Buyer shall deliver with the payment to Stanhome a subsequent reduction by written explanation of the applicable Governmental Body facts surrounding the Tax refund or credit and a copy of any related notice or statement received from the relevant Tax Authority. In the event that any refund or credit with respect to of Taxes for which a payment has been made is subsequently reduced or disallowed by final decision of a court of competent jurisdiction, Stanhome shall indemnify and hold harmless the Buyer for any Tax liability, including interest and penalties, assessed against Buyer by reason of the reduction or disallowance. The payment of any amount to Stanhome pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period 4.10 shall not be considered to be a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the BuyerTotal Purchase Price adjustment.

Tax Refunds and Credits. Following ClosingThe Purchaser shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal to any Tax refunds received actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the CompanyParticipating Securityholders) with respect to a taxable period or portion thereof ending on or prior to the Closing Date (determined, Buyerin the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such Tax refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), or their respective post-Closing Affiliates, and any amounts applied as (B) a credit against Taxes Tax included in the calculation of the CompanyCompany Group’s Working Capital as of the Operative Time or Closing Debt, Buyer and/or their respective postin each case, as finally determined hereunder; (ii) is required to be paid to a third-Closing Affiliates, party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to an overpayment any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except with respect to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund receipt or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period delivery thereof and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated or expenses incurred in obtaining such refunds Tax refund or credit; and . Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (iiincluding any Company Entity) any to seek a Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus from any interest or penalties imposed by the Governmental Body with respect to such reductionTaxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any refunds that are received by economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Company, Buyer, or their respective post-Closing Affiliates, and any Date other than amounts applied paid in cash as a credit against Taxes refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the CompanyParticipating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, Buyer and/or their respective post-Closing Affiliateshowever, attributable that the portion of such Tax Refund Amount that is payable to a net operating loss holders of Stock Options or other tax attribute that arises Awards pursuant to the Distribution Waterfall shall, in a Post-Closing Tax Period and is carried back lieu of being paid to a Pre-Closing Tax Period shall not the Agent, be considered a refund or credit attributable paid to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for in accordance with the account of the Buyerprocedures set forth in Section 2.03(a).

Tax Refunds and Credits. Following Closing, any Tax Any refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment credits of Taxes of the Company or the Company Subsidiary or with respect to the Other Assets for any Straddle Period shall be equitably apportioned between Seller and Buyer. Buyer and Seller shall jointly control the prosecution of any refund claim with respect to Straddle Period Taxes and shall split the expenses thereof on a Pre-basis that reflects the relative amount of refunds claimed by each party. Any refunds or credits of Taxes of the Company or the Company Subsidiary or with respect to the Other Assets for any taxable period ending on or before the Closing Tax Period will Date shall be for the account of SellersSeller, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation Seller Subsidiary and of the amount Seller Entities. Notwithstanding the foregoing, any refunds or credits of Taxes of the refund Company or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund Subsidiary or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus the Other Assets for any interest taxable period ending on or penalties imposed by before the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds Closing Date that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss carrybacks or other tax attribute that arises in losses or credits from a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of Buyer. Any refunds or credits of Taxes of the Company or the Company Subsidiary or with respect to the Other Assets for any taxable period beginning after the Closing Date shall be for the account of Buyer. Buyer shall, if Seller so requests and at Seller's expense, cause the Company or the Company Subsidiary to file for and obtain any refunds or credits to which Seller, Seller Subsidiary and the Seller Entities are entitled under this Section 9.06. Buyer shall permit Seller at its expense to direct the prosecution of any such refund claim and, where deemed appropriate by Seller, shall cause the Company and the Company Subsidiary to authorize by appropriate powers of attorney such Persons as Seller shall designate to represent the Company or the Company Subsidiary with respect to such refund claim. Buyer shall cause the Company and the Company Subsidiary to forward to Seller (acting as agent for itself, Seller Subsidiary and the Seller Entities) any refund described in the third sentence of this Section 9.06 within ten (10) days after the refund is received (or reimburse Seller, Seller Subsidiary and the Seller Entities for any such credit within ten (10) days after the credit is allowed or applied against other Tax liability of Buyer or its Affiliates, including the Company or the Company Subsidiary for a Post-Closing Tax Period); provided, however, that any such amounts payable to Seller shall be reduced by any Tax cost (net of any Tax benefit) to Buyer or any of its Affiliates, including the Company or the Company Subsidiary, as the case may be, attributable to the receipt of such refund (including interest) and/or the payment of such amounts to Seller. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit by a Tax authority shall be governed by the provisions of Section 9.02.

Tax Refunds and Credits. Following Closing, Seller shall be entitled to any Tax refunds received by the Company, Buyer, refund or their respective postcredit net of reasonable and documented out-of-pocket third-party expenses of Buyer of Taxes for any Pre-Closing Affiliates, and Tax Period. Buyer shall be entitled to any amounts applied as a refund or credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except Acquired Companies other than refunds and credits to which Seller is entitled pursuant to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Paymentimmediately preceding sentence. The calculation Any refunds or credits of Taxes of the amount of the refund or credit attributable to Acquired Companies for any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated equitably apportioned between Seller and Buyer in accordance with the Pre-Closing Tax principles set forth in Section 9.5. Buyer shall, if Seller so requests and at Seller’s expense, file for and obtain or cause its relevant Affiliates (including the Acquired Companies) to file for and obtain any refunds or credits. Seller shall have the right to control the conduct of any such claim. If Seller pays (or if the Acquired Companies pay prior to the Closing) estimated Taxes for any Straddle Period and the remainder in excess of the amount ultimately determined to be due for the portion of such Straddle Period according to ending on the provisions of Section 5.9(a). Closing Date, and Buyer or its Affiliates (as applicableincluding the Acquired Companies) will, or will cause obtains the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt benefit of such excess payment, Buyer shall promptly refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required excess to be withheld on such paymentSeller. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made Payments pursuant to this Section 5.9(c)9.7 shall be made in immediately available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit (and shall include, then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For for the avoidance of doubt, any refunds that are received by interest paid thereon, but shall be net of any reasonable and documented out-of-pocket third-party expenses of Buyer and Taxes to the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a Party receiving such refund or credit attributable to an overpayment of Taxes in respect of the Company for a Pre-Closing Tax Period, and any receipt or accrual of such refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyercredit).

Tax Refunds and Credits. Following ClosingThe Purchaser shall, within forty-five (45) days following receipt of any tax refund, credit or offset, pay to the Sellers the amount of any Tax refund or credit or offset (including any interest paid or credited or any offset allowed with respect thereto), but reduced by any Taxes that the Purchaser or Century CP shall be required to pay with respect thereto, received or used, in the case of a credit or offset, by the Purchaser or Century CP of Taxes (i) relating to taxable periods or portions thereof ending on or before the Closing Date (including any taxes allocated to such period under Section 7.01(b) hereof), or (ii) attributable to an amount paid by the Sellers under Section 7.01(a) hereof. The amount of any refunds or credits or offsets (including any interest paid or credited with respect 60 61 thereto) received by the Company, Buyer, Purchaser or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back Century CP shall be for the account of the BuyerPurchaser if the refund, credit or offset is of Taxes relating to taxable periods that begin after the Closing Date (including any taxes allocated to such period under Section 7.01(b) hereof). The Purchaser may, for its own account, claim a refund, credit or offset that relates to an adjustment to a taxable period that begins before the Closing Date that arises from an adjustment to a taxable period beginning on or after the Closing Date, provided, however, that the Sellers must consent to any such refund claim, which consent may not be unreasonably withheld (for this purpose, withholding of consent shall be reasonable if such refund claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect the Sellers. The Purchaser shall, if the Sellers so request and at the Sellers' expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain and expedite the receipt of any refund to which the Sellers are entitled under this Section 7.03, provided, however, that the Purchaser must consent to any such refund claim, which consent may not be unreasonably withheld (for this purpose, withholding of consent shall be reasonable if such refund claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect the Purchaser, Century CP or any of their Affiliates).

Tax Refunds and Credits. Following Closing, Parent shall be entitled to any Tax refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment net of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period reasonable and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable documented out-of-pocket costs associated in obtaining third-party expenses of Purchaser) of Taxes for which Parent is responsible under Section 7.1 (other than to the extent such refunds Tax refund or credit; and (ii) credit results from the carryback of a Tax attribute of any Tax required of the Transferred Entities relating to a Post-Closing Period). Purchaser shall be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of entitled to any refund or credit with respect of Taxes of the Transferred Entities other than refunds and credits to which a payment has been made Parent is entitled pursuant to the immediately preceding sentence. Any refunds or credits of Taxes of the Transferred Entities for any Straddle Period shall be equitably apportioned between Parent and Purchaser in accordance with the principles set forth in Section 7.5. Except to the extent Purchaser determines in good faith that any such request would be unduly burdensome on Purchaser or its Affiliates, Purchaser shall, if Parent reasonably requests and at Parent’s expense, file for and obtain or cause its relevant Affiliates (including the Transferred Entities) to file for and obtain any refunds or credits for which Parent is entitled pursuant to this Section 5.9(c)7.7. Parent shall have the right to control the conduct of any such claim, then Sellers will provided that Parent shall keep Purchaser informed in a timely manner of all actions proposed to be taken and shall permit Purchaser to participate and attend any meetings or conferences with the relevant taxing authority. If Parent pays (or if the Transferred Entities pay Buyer an prior to the Closing) estimated Taxes for any Straddle Period in excess of the amount equal ultimately determined to be due for the portion of such reduction plus any interest Straddle Period ending on the Closing Date, and Purchaser or penalties imposed by its Affiliates (including the Governmental Body with respect Transferred Entities) obtains the benefit of such excess payment, Purchaser shall promptly refund such excess to such reductionParent. For Payments pursuant to this Section 7.7 shall be made in immediately available funds within 15 days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any refunds that are received by interest paid thereon, but shall be net of any reasonable and documented out-of-pocket third-party expenses of Purchaser and Taxes to the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a Party receiving such refund or credit attributable to an overpayment of Taxes in respect of the Company for a Pre-Closing Tax Period, and any receipt or accrual of such refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyercredit).

Tax Refunds and Credits. Following Closing, Seller shall be entitled to the amount of any Tax refunds received by the Company, Buyer, refund (or their respective post-Closing Affiliates, and any amounts applied as credit in lieu of a credit against refund) of Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a any Pre-Closing Tax Period will or which relate to the portion of a Straddle Period ending on and including the Closing Date. Buyer shall, if Seller so reasonably requests and at Seller’s expense, file for and obtain or cause its relevant Affiliates to file for and obtain any refunds or credits with respect to such Tax periods; provided, that Buyer shall not be for the account of Sellers, except required to take any action to the extent that such action is reasonably expected to have a non-de minimis adverse impact on Buyer or any of its Affiliates. Seller shall have the amount was taken into account as an increase right to control the Final Closing Date Cash Payment. The calculation conduct of the amount of the refund or credit attributable to any Tax period shall take into account such claim for any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period at Seller’s sole cost and expense; provided that, except in the remainder case of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: a Combined Tax Return (i) Seller shall keep Buyer reasonably informed regarding the status of any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and claim, (ii) Buyer shall have the right to participate fully in any Tax required such proceeding, including selecting counsel of its choosing to represent Buyer and (iii) Seller shall not settle or compromise any such claim without obtaining the advance written consent of Xxxxx (such consent not to be withheld on such paymentunreasonably withheld, conditioned or delayed). If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made Payments pursuant to this Section 5.9(c)4.5(h) shall be made in immediately available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit and shall include, then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For for the avoidance of doubt, any refunds that are received by the Companyinterest paid thereon, Buyer, or their respective postbut shall be net of any reasonable and documented out-Closing Affiliates, of-pocket expenses of Buyer and any amounts applied as a credit against Taxes in respect of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss receipt or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a accrual of such refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyercredit.

Tax Refunds and Credits. Following Closing, any Tax refunds received by the Company, Buyer, Any refund or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company (including any interest paid thereon) for any Pre-Closing Period and, in the case of a Straddle Period, allocable to the portion of such period up to and including the Closing Date, that the Company, Purchaser, or any Affiliate of any of the foregoing receives or realizes shall be for the account of Sellers in an amount equal to the product of (x) the percentage interest in the Company that the Sold Shares constitute multiplied by and (y) the amount of such refund or credit (including any interest paid thereon). Purchaser shall cause the Company to use commercially reasonable efforts to collect or realize any refunds (or credits) for overpayment of any Taxes paid (or realized) by the Company with respect to any Pre-Closing Period or Straddle Period and, in the case of a net operating loss or other attribute for such periods, shall cause the Company to carryback such loss or other attribute to the extent permitted under Applicable Laws, if such carryback would result in a Tax refund or credit for an overpayment of Taxes. For avoidance of doubt, if a Tax refund or credit for an overpayment of Taxes results from a carryback of a loss or other attribute that was incurred or generated in a post-Closing Period (or a portion thereof), such Tax refund or credit shall not be for the account of Sellers and shall not be subject to this Section 9.7. For purposes of the immediately preceding sentence, a loss or other attribute shall not be treated as incurred in a post-Closing Period (or portion thereof) to the extent such loss or other attribute is attributable to, or arises from, the Transaction Tax Deductions. Within five (5) Business Days after the receipt thereof, Purchaser or Company shall, or shall cause the applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds, an amount equal to the product of (x) the percentage interest in the Company that the Sold Shares constitute multiplied by (y) the amount of such Tax refunds or credits (including any interest paid thereon) in respect of any Pre-Closing Tax Period will and, in the case of a Straddle Period, allocable to portion of such period up to and including the Closing Date (net of any expenses and any additional Taxes incurred with respect to the filing and receipt of the refund or credit) to the Sellers (or Seller’s Representative to be distributed to each Seller according to each Seller’s Percentage). Notwithstanding the foregoing, any such payments hereunder shall be limited to refunds (or overpayments) of Taxes (i) paid by the Company prior to the Closing, (ii) paid by the Sellers pursuant to the terms of this Agreement, or (iii) included in Net Tangible Assets, Company Debt or Company Expenses. Purchaser, the Seller Parties and Seller’s Representative shall cooperate fully, as and to the extent reasonably requested by the other Parties in connection with efforts following the Closing and to pursue such refunds and credits. Notwithstanding the foregoing, if a refund or credit has been previously paid over to Sellers pursuant to this Section 9.7 and a Taxing Authority subsequently disallows the refund or credit and the Purchaser or Company is required to return such refund (or refund such credit) to the Taxing Authority, Seller’s Representative shall return such refund that was previously paid over to the Sellers, together with any associated interest and costs incurred by the Company with respect to that disallowed refund no later than ten (10) Business Days after the Company makes a request for the account return of Sellerssuch refund. Notwithstanding any of the foregoing to the contrary, the Sellers shall not be entitled to a refund or a credit of a Tax with respect or attributable to any Identified Tax Matter as to which a Voluntary Disclosure Proceeding has been initiated pursuant to Section 9.12, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the such refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment Tax that has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by paid from the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Identified Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the BuyerMatters Escrow.

Tax Refunds and Credits. Following Closing, any Tax Any refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment credits of Taxes of the Company Transferred Subsidiaries for a Pre-any taxable period ending on or before the Closing Tax Period will Date shall be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification)Selling Companies. Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment credits of Taxes of the Company Transferred Subsidiaries for a Pre-any taxable period beginning after the Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back Date shall be for the account of the Buyer. Any refunds or credits of Taxes of the Transferred Subsidiaries for any Straddle Period shall be equitably apportioned between the Selling Companies and Buyer. Buyer shall, if the Selling Companies so request and at the Selling Companies' expense, cause the Transferred Subsidiaries to file for and obtain any refunds or credits to which the Selling Companies are entitled under the first sentence of Section 10.03. Buyer shall permit the Selling Companies to control the prosecution of any such refund claim and, where deemed appropriate by the Selling Companies, shall cause the Transferred Subsidiaries to authorize by appropriate powers of attorney such Persons as the Selling Companies shall designate to represent the Transferred Subsidiaries with respect to such refund claim. Buyer and Seller shall jointly control the prosecution of any refund claim with respect to Straddle Period Taxes. Buyer shall cause the Transferred Subsidiaries to forward to the Selling Companies any such refund within 10 days after the refund is received (or reimburse the Selling Companies for any such credit within 10 days after the credit is allowed or applied against other Tax liability); PROVIDED, HOWEVER, that any such amounts payable to the Selling Companies shall be reduced by any Tax cost (net of any Tax benefit) to Buyer or the Transferred Subsidiaries, as the case may be, attributable to the receipt of such refund and/or the payment of such amounts to the Selling Companies. The Selling Companies and Buyer shall treat any payments under the preceding sentence that the Selling Companies shall receive pursuant to this Section 10.03 as an adjustment to the Purchase Price, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Buyer or any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal income Tax purposes. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 9.08.

Tax Refunds and Credits. Following Closing, Seller shall be entitled to any Tax refunds received by the Company, Buyer, refund or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a any Pre-Closing Tax Period will or which relate to the portion of a Straddle Period ending on and including the Closing Date. Buyer shall, if Seller so reasonably requests and at Seller’s expense, file for and obtain or cause its relevant Affiliates to file for and obtain any refunds or credits with respect to such Tax periods; provided, that Buyer shall not be for the account of Sellers, except required to take any action to the extent that such action is reasonably expected to be materially adverse to Buyer or any of its Affiliates. Seller shall have the amount was taken into account as an increase right to control the Final Closing Date Cash Payment. The calculation conduct of the amount of the refund or credit attributable to any Tax period shall take into account such claim for any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period period at Seller’s sole cost and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: expense; provided that (i) Seller shall keep Buyer reasonably informed regarding the status of any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and claim, (ii) Buyer shall have the right to participate fully in any Tax required such proceeding, including selecting counsel of its choosing to represent Buyer and (iii) Seller shall not settle or compromise any such claim without obtaining the advance written consent of Buyer (such consent not to be withheld on such paymentunreasonably withheld, conditioned or delayed). If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made Payments pursuant to this Section 5.9(c)4.6(h) shall be made in immediately available funds within 15 days of the actual receipt or realization of the applicable refund or credit (and shall include, then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For for the avoidance of doubt, any refunds that are received by the Companyinterest paid thereon, Buyer, or their respective postbut shall be net of any reasonable and documented out-Closing Affiliates, of-pocket third-party expenses of Buyer and any amounts applied as a credit against Taxes in respect of the Company, receipt or accrual of such refund or credit). Buyer and/or their respective post-Closing Affiliates, attributable shall control any such claims related to a net operating loss or other tax attribute Straddle Period; provided that arises (i) Buyer shall keep Seller reasonably informed regarding the status of any such claim, (ii) Seller shall have the right to participate fully in a Post-Closing Tax Period any such proceeding, including selecting counsel of its choosing to represent Seller and is carried back to a Pre-Closing Tax Period (iii) Buyer shall not be considered a refund settle or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to compromise any such carry back shall claim without obtaining the advance written consent of Seller (such consent not to be for the account of the Buyerunreasonably withheld, conditioned or delayed).