Common use of Tax Refunds Clause in Contracts

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (ai) Seller Subject to Section 5.11(h)(iii), all refunds of Taxes (other than refunds of Transfer Taxes, which shall be entitled to allocated in the amount same manner as Transfer Taxes are allocated under Section 5.11(a)) of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date (or the portion of any a Straddle Period ending on the Closing Date (as determined in accordance with the same principles provided for in Section 8.6.45.11(c)) (whether in the form of cash received from the applicable Governmental Entity or a direct credit against Taxes otherwise payable for any Tax period (or portion of a Straddle Period) beginning on or after the Closing Date) shall be for the benefit of the Transferor. (ii) To the extent HSE or the Company receives a refund that is for the benefit of Transferor, HSE shall pay to Transferor the amount of such refund (without interest other than interest received from the Governmental Entity), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes (assuming HSE and its Affiliates are subject to individual income Tax rates) and any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds that HSE or the Company or any of their Affiliates incur (or credits in lieu thereof), in each case, has or will incur) with respect to the extent such Tax refund (and related interest). The net amount due to Transferor shall be payable fifteen (15) days after receipt of the refund from the applicable Governmental Entity (or, if the refund is in the form of direct credit, fifteen (15) days after filing the Tax Return claiming such credit). (iii) Nothing in this Section 5.11(h) shall require HSE to make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of HSE or credit in lieu thereofthe Company) that is with respect to (A) any refund of Tax resulting from the payments of Taxes paid by a Group HSE or the Company prior made on or after Closing Date to the Closing Date extent Transferor has not indemnified HSE or included the Company for such Taxes or (B) any refund for Tax that is reflected as a current asset (or offset to a current liability) in the final calculation computation of Final Net Working Capital, as finally determined, or (C) to the Closing Statement (any extent that such Income Tax refund or credit in lieu thereof, gives rise to a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over payment obligation by any Group the Company (or any Affiliate thereof) to any Person (other than an Affiliate) under applicable law or pursuant to a provision of a Contract or other agreement entered (other than this Agreementor assumed) to which such Person was a party by the Company on or prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (biv) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.[Intentionally Blank]

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Any Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Companyinterest paid or credited with respect thereto) made after relating to taxable periods (or portions of taxable period) ending on or before the Closing Date to the extent such Income Taxes were not included in the final calculation date of the Closing Statementshall be for the benefit and the property of Parent. If such Tax refund or credit is received by Master LLC or the Companies, and (z) resulting from a carryback of a Tax attribute from any period ending after Master LLC or the Closing Date. (b) Buyer appropriate Company, as the case may be, shall promptly pay, or cause to be paid, pay over to Seller by wire transfer Parent the amount of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (such refund or, in the case of a credit in lieu of a refundcredit, the Due Date amount of such credit as such credit is actually used to reduce a cash payment for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant determined on a “with and without” basis and reduced by any income Taxes resulting from receiving such refund or credit or the right to receive such refund or credit payable by Master LLC or the provisions of Section 8.6.2; providedCompanies). Master LLC shall, howeverif Parent so requests and at Parent’s expense, that cause the Group Companies shall not be required or other relevant entity to file IRS Form 4466 for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which Parent is entitled under this Section 7.02. Master LLC shall permit Parent to participate in (at Parent’s expense) the prosecution of any such refund claim. (b) Any amount otherwise payable by Parent under Section 7.01 shall be reduced by any Tax Benefit actually received by Master LLC, its members or any comparable form for state or local Tax purposes). The Group the Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for in a taxable period (or portion thereof) beginning after the Closing Date. Date as a result of the Tax payment or any underlying adjustment resulting in the obligation of Master LLC, its members or the Companies to pay Taxes or other amounts for which Parent is responsible under Section 7.01 or the accrual or payment of such Taxes. If and to the extent the Tax payment or underlying adjustment gives rise to a deduction for income Tax purpose that can be allocated to the Parent Members in accordance with the LLC Agreement (d) For applicable including by means of a special allocation of such deduction), there shall be no reduction in the amount of the indemnification payment payable by Parent under Section 7.01 and there shall be no obligation to make a payment to the indemnifying party in respect of such Tax purposesBenefit; provided, Buyerthat if such allocation to the Parent Members is subsequently disallowed in whole or in part and such disallowance results in any Tax Benefits described in the first sentence hereof, Seller and each the amount of their respective Affiliates such Tax Benefit shall treat all payments promptly be paid to Seller made Parent. If an indemnification payment has been reduced on account of a Tax Benefit pursuant to this Section 8.6.1 as an adjustment 7.02(b) (or if a payment has been made by the indemnified party to purchase price Parent in respect of a Tax Benefit pursuant to this Section 7.02(b)) and if such Tax Benefit is subsequently disallowed (in whole or in part) by a Governmental Authority, then Parent shall remit to the maximum extent permitted appropriate indemnified party the amount of the disallowed Tax Benefit, together with any additional amount to reimburse the indemnified party for any interest imposed by the applicable LawGovernmental Authority.

Tax Refunds. Buyer may, at its option, cause the Company to elect, 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 Tax Period or Straddle Period. Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller: (a) Seller shall be entitled to any refund of Taxes paid by the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on actually received by the Closing Date Company; or the (b) a portion of any refund of Taxes paid by the Company for any Straddle Period ending on (such portion to be allocated consistent with the Closing Date (determined principles set forth in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)7.8 hereof) actually received by the Company, in each case, to net of any Tax liabilities or increase in Tax liabilities imposed on Buyer or the extent such Tax refund Company (or credit in lieu any Affiliate thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any resulting from such Income Tax refund or credit in lieu thereof, a “Tax Refund”)refund; provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date refund to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from refund relates to a carryback of a Tax attribute from any period ending after the Closing Date. (b) . Buyer shall promptly pay, pay (or cause to be paid, over to Seller by wire transfer ) the amounts described in the second sentence of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 7.8 within ten thirty (1030) Business Days of days after the actual receipt of the Tax Refund refund giving rise to Buyer’s obligation to make a payment hereunder with respect thereto. 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 8.6.1 with respect thereto (or7.8, in the case of a credit in lieu of a refund, the Due Date for including through the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such amended Tax Returns or refund claims as promptly as practicable after prepared by Seller, at the Closing Date, in each case, as finally resolved pursuant to the provisions expense of Section 8.6.2Seller; 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 Buyer for its review prior to the Group Companies time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Buyer shall not be required to file IRS Form 4466 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 Buyer or the Company (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion Affiliate thereof) beginning after the in any Straddle Period or Post-Closing DatePeriod. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. Except to the extent reflected as an asset (aor an offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in Taxes paid or payable by or with respect to any Sale Entity shall, when actually realized (whether by an actual receipt of refund or credit, or by actual offset against other Taxes due and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and (ii) to Buyer if attributable to any other Taxes. To the extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence agrees promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For purposes of this Section 5.3(e), where it is necessary to apportion any such refund, credit or reduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the amount same manner that a comparable or similar Tax liability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and shall use Reasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the applicable Taxing Authority; provided, any refund, credit or reduction shall be for the account of Buyer (in each case, net of any Income Tax refunds reasonable, documented out-of-pocket costs (including Taxes) of Seller or its Affiliates incurred in receiving such refund, credit or reduction of Taxes) if such refund, credit or reduction arises as a result of any Tax credits received in lieu thereof carry back to the extent such credit in lieu thereof actually reduces Taxes for a PostPre-Closing Tax PeriodPeriod (if such carry back is automatic and required by operation of applicable Tax Law) that are actually received by Buyerof any net operating loss, any Group Company, any of their respective Affiliates, net capital loss or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closingother tax credit, in each case, for any Pre-Closing Tax Period ending on the Closing Date that is attributable to or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting arises from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning commencing after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Any cash Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by Buyer, any Group Company, Buyer or any of their respective Affiliatesits Affiliates (including, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after following the Closing, in each casefor the avoidance of doubt, the Acquired Companies), and any amounts actually credited against any cash Taxes due and payable to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period ending on the Closing Date (or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, Date) except to the extent that (i) such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, was reflected as a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included current asset in the final calculation determination of the Net Working Capital on the Final Closing Statement, and or (zii) resulting from a such refund or credit is attributable to the carryback of a Tax attribute from any (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period ending after other than a Pre-Closing Tax Period, shall be for the Closing Date. (b) account of Seller, and Buyer shall promptly pay, or cause to be paid, pay over to Seller by wire transfer Seller, as additional purchase price for the Purchased Equity Interests, any such refund or the amount of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 such credit within ten five (105) Business Days of the days after actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 or actually receiving credit with respect thereto (or, in the case of any deemed refund or credit for a credit in lieu of a refundStraddle Period, within five (5) days after the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from for such creditStraddle Period is due to be filed). (c) The Group Companies . Upon Seller’s request, Buyer shall use commercially reasonable efforts to promptly obtain file (or cause to be obtainedfiled) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such all Tax Returns as promptly as practicable after (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, in each case, as finally resolved to which Seller is entitled pursuant to the provisions immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Periods in accordance with Section 8.6.2; provided7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), however, that Buyer and the Group Acquired Companies shall not be required to file IRS Form 4466 (receive the benefits of all Tax refunds or any comparable form for state or local Tax purposes). The Group credits received by the Acquired Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller The Buyer shall be entitled promptly pay and shall cause the relevant Buyer Designees to promptly pay to General Motors an amount equal to the amount of any Income refund or benefit actually realized (including by way of set-off to a liability to Tax) (“Tax refunds (Refund”) received or enjoyed by the Buyer, any Buyer Designee, or any Target Group Company after Closing or their Affiliates, less the amount of any costs (including Tax credits received costs) incurred by the Buyer or any Buyer Designee or any Target Group Company or Affiliate in lieu thereof obtaining such Tax Refund, to the extent such credit in lieu thereof actually reduces attributable to (x) Pre-Closing Taxes for paid by the Target Group Companies (or Taxes paid by AOAG or the Assets Sellers with respect to a PostPre-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on before the Closing Date or that have reduced the Autocos Purchase Price (as a result of being factored in the Closing Financial Debt, the Closing Cash or the difference between (i) the Closing Working Capital and (ii) the Reference Working Capital) (provided (i) that Tax Refunds that were taken into account in the determination of the Xxxxx Book Value, if any, shall be taken into account only for 20% of the book value attributed to such Tax Refunds for the purposes of the determination of the Xxxxx Book Value, as well as the portion of any such Tax Refunds, if any, exceeding the amount taken into account in the Xxxxx Book Value, (ii) that Tax Refunds that have increased the Autocos Purchase Price (as a result of being factored in the Closing Financial Debt, the Closing Cash or the difference between (i) the Closing Working Capital and (ii) the Reference Working Capital) shall not be reimbursed and (iii) that Tax Refunds attributable to a Straddle Period ending shall be allocated by applying, mutatis mutandis, the principles of Section 8.6(d)) or (y) payments previously made by General Motors or its Affiliates on account of Indemnified Taxes (for an amount equal to the Closing Date lesser of (determined in accordance with Section 8.6.4), including any i) the payment received on account of such Tax refunds resulting from any Transaction Tax Deductions, and Indemnified Taxes (net of any Taxes Tax and reasonable out-of-pocket expenses unreimbursed cost incurred in connection with obtaining such that respect) and (ii) the Tax refunds Refund (or credits net of any Tax and cost incurred in lieu thereofthat respect), in each case, ) to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior Refund relates to the Closing Date Indemnified Taxes that gave rise to a payment and provided that the Buyer or included in the final calculation relevant Buyer Designee shall have the right to first deduct from the amount of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required any amount that has been finally determined to be paid over by any Group Company (or any Affiliate thereof) to any Person due from General Motors under a provision of a Contract (other than this Agreement) to which such Person was a party prior Claim pursuant to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included procedures set forth in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing DateArticle 14. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds If a Tax Authority subsequently lawfully recovers any Tax Refunds that Refund previously made to any Target Group Company, with respect to which the Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make had received a payment pursuant to Section 8.6.1 with respect thereto Section8.7, General Motors shall promptly pay to the Buyer or the relevant Buyer Designee the recoverable amount of such Tax Refund (orprovided however that, in the case of a credit in lieu of a refund, the Due Date for the filing avoidance of a Tax Return that reflects doubt, General Motors and the actual reduction in Taxes resulting from such creditBuyer shall cooperate and the procedures of Sections 14.1(iii)14.2 and 14.4, as applicable, shall apply to the conduct of the related claims). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to No Tax Refund will be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any due under this Section 8.7 if such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant Refund relates to the provisions of Section 8.6.2; provided, however, Indemnified Taxes that the Group Companies shall are not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund actually indemnified as a credit against Taxes payable for a taxable period result of the application of Sections 14.5(b) and (or portion thereof) beginning after the Closing Datec). (d) For applicable Where a Tax purposesRefund is received in relation to a Target Group Company or a Controlled Dealership Entity which is not wholly owned by the Buyer or the Buyer Designee, Buyerthe Buyer shall, or shall cause the relevant Buyer Designee to, pay to the Seller and each the amount of their respective Affiliates shall treat all payments such Tax Refund equal to Seller the percentage of the issued share capital of that Target Group Company or Controlled Dealership Entity that is directly or indirectly held by the Buyer or the Buyer Designee. (e) Any payment made pursuant to this Section 8.6.1 as 8.7 shall have the nature of an adjustment to purchase price to the maximum extent permitted by applicable LawPurchase Price.

Tax Refunds. Any refund or credit of Taxes (a) Seller shall be entitled to the amount including as a result of any Income Tax refunds overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits received in lieu thereof or similar items of a Transferred Entity, as the case may be, attributable to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyershall be for the account of Seller, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after except to the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any extent such Tax refunds resulting from any Transaction Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax DeductionsAsset, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)Asset, in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the days after such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orAsset is received or after such Tax Asset is allowed or applied against another Tax liability, in as the case of a credit in lieu of a refundmay be. Purchaser shall, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from and shall cause its Affiliates to, execute such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filingdocuments, or causing to file, any file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as promptly as practicable after the Closing Date, may be necessary for Purchaser and its Affiliates to perfect their rights in each case, as finally resolved and obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the provisions Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of Section 8.6.2; providedany federal, howeverstate, that local or foreign Tax liability of the Group Companies shall not be required to file IRS Form 4466 (Transferred Entities or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after in respect of the Business received following the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Any Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group the Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date Newco or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax DeductionsSold Subsidiaries, and net of any amounts credited against Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to Buyer, the ClosingCompany, (y) resulting from Newco or the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included Sold Subsidiaries become entitled in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) , that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall promptly pay, or cause to be paid, pay over to Seller any such refund received by wire transfer Buyer or the amount of immediately available funds any Tax Refunds that Seller is entitled such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to pursuant to this Section 8.6.1 such refund or credit, within ten fifteen (1015) Business Days of the calendar days after actual receipt of such refund or application of such credit against Taxes. To the Tax Refund giving rise to Buyer’s obligation to make extent that any expense creates a payment pursuant to Section 8.6.1 with respect thereto (or, net operating loss in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Tax Period Income that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Pre-Closing Date. (d) For applicable Tax purposesPeriod, Buyer, Seller and each at the sole expense of their respective Affiliates Seller, shall treat all payments cause Newco, the Company or the Sold Subsidiaries to Seller made pursuant to this Section 8.6.1 amend such Tax Return for such Pre-Closing Tax Period as an adjustment to purchase price to soon as reasonably practicable after becoming aware of the maximum extent permitted by applicable Lawavailability of such refund.

Tax Refunds. During the Indemnification Period, any refund of Taxes (aor any credit against future Taxes in lieu of a refund) Seller relating to the Company or any Company Subsidiary (a “Tax Refund”) that is attributable to a taxable period which ends on or before the Closing Date (other than any such amount that is attributable to the carryback from a Post-Closing Tax Period (including the portion of a Straddle Period that begins on the date after the Closing Date) of Tax items of the Company or any Company Subsidiary) shall be credited to the Sellers. The Buyer shall be entitled to all other Tax Refunds relating to the amount Company or any Company Subsidiary; provided, however, during the Indemnification Period, Tax Refunds attributable to Straddle Periods shall be calculated and allocated between the parties in a manner consistent with the provisions of Section 11.2. The Buyer, on the one hand, and the Sellers, on the other hand, shall promptly pay (or cause to be paid) to the other party any Tax Refund or portion thereof, and the relevant portion of any Income Tax refunds (or any Tax credits interest, actually received in lieu thereof to the extent that such credit other party is entitled under this Section 11.8 to such Tax Refund or portion thereof and, if applicable, interest; provided, however, that any such payment shall be net of any Tax cost to the payor party attributable to the receipt of such Tax Refund (or related interest) and/or the payment of such amounts to the payee party. In connection with the foregoing, during the Indemnification Period, the Buyer, at the Sellers’ sole expense, shall promptly comply, or shall cause the Company, any Company Subsidiary or applicable Affiliate to promptly comply, with the written request of the Sellers’ Representative to claim a Tax Refund, or file an amended Tax Return claiming a Tax Refund, unless the Buyer reasonably determines that such action would not be supported by applicable Law or would result in lieu adverse Tax consequences to Buyer or any Affiliate thereof actually reduces Taxes for (including the Company or any Company Subsidiary) in a Post-Closing Tax Period) that are actually received by Buyer. If, any Group Companysubsequent to a Taxing Authority’s allowance of a Tax Refund, any of their respective Affiliatessuch Taxing Authority reduces or eliminates such Tax Refund, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing such Tax Period ending on the Closing Date Refund or the relevant portion of thereof, plus any Straddle Period ending on the Closing Date (determined in accordance with interest received thereon, previously forwarded or reimbursed under this Section 8.6.4)11.8 shall be returned, including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each casepromptly upon request, to the extent party which had previously forwarded or reimbursed such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Dateamount. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. Any Tax refund or credit, including any interest paid or credited by a Governmental Authority with respect thereto of the Blocker Company, the Company or its Subsidiaries (a) Seller shall be entitled to the amount of any Income Tax refunds (whether received as a cash refund or any Tax credits received in lieu thereof to the extent such a credit in lieu thereof actually reduces against Taxes for a Post-Closing Tax Periodotherwise payable) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for attributable to any Pre-Closing Tax Period ending on the Closing Date or the portion net of any Taxes incurred as a result of the receipt of such Tax refunds or credits (such Tax refunds or credits, a “Pre-Closing Tax Refund”) will be the property of the Escrow Participants, and, (i) if received by Acquiror, the Blocker Company, the Company, its Subsidiaries or any Affiliate thereof, or (ii) when used by Acquiror, the Blocker Company, the Company, its Subsidiaries, or any Affiliate thereof to credit an account with a Governmental Authority, will be paid over promptly to the Paying Agent (for payment to the Escrow Participants in accordance with the Distribution Waterfall) and A-1 Manufacturing, Inc. (for payment to the Bonus Payment Recipient in accordance with the Distribution Waterfall); provided, however, that any Pre-Closing Tax Refund received in respect of the Blocker Company shall be paid only to the Blocker Seller. A Pre-Closing Tax Refund with respect to a Straddle Period ending on the Closing Date (shall be determined in accordance with the principles in Section 8.6.47.5(j)). Acquiror will, if the Holder Representative so requests, cause the Blocker Company, the Company, or any of its Subsidiaries to file for and use commercially reasonable efforts to obtain any Pre-Closing Tax Refund that is allocable to the Escrow Participants pursuant to this Section 7.5(h), including amending any such Tax refunds resulting from any Transaction Tax DeductionsReturn filed, and net filing or causing to be filed a claim for a refund of any Taxes paid with respect to any Pre-Closing Tax Period (including to carryback any net operating loss or tax credits to one or more prior taxable years of an entity in the Company Group for state, local or non-U.S. tax purposes) or filing or causing to be filed IRS Form 4466 (and any corresponding state or local tax forms, if applicable), provided that the Escrow Participants will promptly reimburse the Blocker Company, the Company, or its Subsidiaries, as applicable, for any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (filing, defending or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (prosecuting any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after at the Closing Daterequest of the Holder Representative. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. If an Agent or a Lender receives a refund of, or in respect of, any Applicable Taxes with respect to which the Borrower has paid additional amounts pursuant to Section 5.06(a) and (ai) Seller shall be entitled either: (A) such refund (as received by such Agent or such Lender) is specifically referable to the amount such Applicable Taxes; or (B) such Agent or such Lender determines (in its sole discretion) that such refund is in respect of, such Applicable Taxes; and (ii) such Agent's or such Lender's (as applicable) tax affairs for its tax year in respect of any Income Tax refunds (which such refund was obtained have been finally settled, then in each case such Agent or any Tax credits received in lieu thereof such Lender shall, to the extent it can do so without prejudice to the retention of such credit in lieu thereof actually reduces refund, pay to the Borrower an amount equal to such refund (but only to the extent of additional amounts paid by the Borrower under Section 5.06(a) with respect to the Applicable Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4giving rise to such refund), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable all out-of-pocket expenses and Taxes incurred in connection by such Agent or such Lender with obtaining such Tax refunds respect thereto and without interest (or credits in lieu thereof), in each case, to other than any interest paid by the extent such Tax refund (or credit in lieu thereof) is relevant Government Authority with respect to such refund). Any such payment by any Agent or any Lender shall be applied toward payments of amounts then owed by the Borrower under this Agreement if, at the time of such payment, an Event of Default has occurred and is continuing. The Borrower shall indemnify each Agent and each Lender on an after-tax basis for any Taxes paid by that are imposed on such Person as a Group Company prior to the Closing Date or included in the final calculation result of the Closing Statement (disallowance, unavailability, recapture or reduction of any such Income Tax refund or credit in lieu thereofrefund, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) as to which such Person was a party prior has already made payment in full to the Closing, Borrower as required by this paragraph (y) resulting from the payment of Income Taxes by Buyer d). Nothing herein shall oblige any Agent or any of its Affiliates (including Lender to disclose any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statementtax returns, books or other records of such Person, nor shall anything herein interfere with the right of any Agent or any Lender to arrange its tax and (z) resulting commercial affairs and its dealings with its various customers in whatever manner it thinks fit. In particular, no Agent or Lender shall be under any obligation to claim credit, relief, remission or repayment from a carryback or against its corporate profits or similar tax liability in respect of a Tax attribute from the amount of any period ending after the Closing Date. (b) Buyer shall promptly payTax, deduction or cause withholding as aforesaid in priority to any other claims, reliefs, credits or deductions available to it or that it determines in its sole discretion to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit)inadvisable. (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. Any refund or credit of Taxes (a) Seller shall be entitled to the amount including as a result of any Income Tax refunds overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits received in lieu thereof or similar items of a Transferred Entity, as the case may be, attributable to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyershall be for the account of Seller, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after except to the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any extent such Tax refunds resulting from any Transaction Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax DeductionsAsset, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)Asset, in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the days after such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orAsset is received or after such Tax Asset is allowed or applied against another Tax liability, in as the case of a credit in lieu of a refundmay be. Purchaser shall, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from and shall cause its Affiliates to, execute such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filingdocuments, or causing to file, any file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as promptly as practicable after the Closing Date, may be necessary for Purchaser and its Affiliates to perfect their rights in each case, as finally resolved and obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender, forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the provisions Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of Section 8.6.2; providedany federal, howeverstate, that local or foreign Tax liability of the Group Companies shall not be required to file IRS Form 4466 (Transferred Entities or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after in respect of the Business received following the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller Sellers shall be entitled to the amount of any Income refund or credit of Taxes of the Transferred Entities and the Transferred Assets and the Businesses with respect to a Pre Closing Tax refunds (Period or any Tax credits received in lieu thereof Seller Deferred Closing Taxes which refund or credit is actually obtained by Buyer or its Subsidiaries (including the Transferred Entities) after the Principal Closing, net of any reasonable cost (including Taxes) to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision arises as the result of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute loss or other tax benefit from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Principal Closing Date or was included as an asset in calculating Closing Date Net Working Capital or as an asset in calculating Closing Date Indebtedness. Buyer shall pay, or cause to be paid, to Sellers any amount to which Sellers are entitled pursuant to the prior sentence within five (5) Business Days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries (including the Transferred Entities), to the extent such amounts were not included as an asset in calculating Closing Date Net Working Capital or as an asset in calculating Closing Date Indebtedness. To the extent requested by Sellers, Buyer will reasonably cooperate with Sellers in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Principal Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax Authority, Sellers agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to Buyer. In addition, if following the end of the calendar year after the calendar year of the Principal Closing Date. , any refunds or credits taken into account as an asset in the determination of the Pre-Closing Income Tax Amount have not been obtained (dwhether received in cash, or by any available offset against, or reduction of, a Tax liability of any Transferred Entity, calculated on a “with and without” basis) For applicable Tax purposesby Buyer or its Affiliates (including, following the Relevant Closing, the Transferred Entities) using reasonable efforts, Sellers shall pay to Buyer within five (5) Business Days of the written request of Buyer, Seller and each of their respective the amount that has not been obtained (it being understood that any such amounts subsequently obtained by Buyer or its Affiliates (including, following the Relevant Closing, the Transferred Entities) shall treat all payments be payable to Seller made pursuant to Sellers in accordance with this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law6.04).

Tax Refunds. (a) Seller At Seller’s request, the Company shall be entitled to the amount of any Income Tax refunds (or apply for any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, refund available for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent the amount of such refund or refunds alone or in the aggregate (available with respect to a single filing) equals or exceeds $10,000, unless the Company or Purchaser determines in good faith that such action would be materially adverse to Purchaser, the Company or its Affiliates. With respect to any taxable period ending on or before the Closing Date, (i) any Tax refund (including any interest in respect thereof) received by Purchaser or the Company, (ii) any amounts of overpayments of Tax credited against Tax that Purchaser or the Company otherwise would be or would have been required to pay and (iii) any amount of Taxes that was reflected as a liability reducing Closing Working Capital but was not in fact paid over to the appropriate taxing authorities, shall be for the account of Seller, and Purchaser shall pay over to Seller any such amounts within fifteen (15) days after the receipt or entitlement of such refund or credit or request to return amounts not paid over to the appropriate taxing authority. With respect to the Overlap Period, Purchaser shall pay Seller within fifteen (15) days after the due date for the relevant Tax return an amount equal to the excess of (a) any Taxes included as a liability in lieu thereofthe calculation of Closing Working Capital for the taxable year that includes the Closing Date, over (b) is the Tax liability for such taxable year (with respect to Taxes paid by a Group Company prior to the Closing Date or for which amounts were included in the final calculation of Closing Working Capital) as if such taxable year ended on the Closing Statement (any Date, for the avoidance of doubt, with such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior liability calculated with respect to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Pre-Closing Date to the extent such Income Taxes were not included in the final calculation portion of the Closing StatementOverlap Period without regard to income, and (z) resulting from a carryback of a Tax attribute from any period ending gain, loss or deduction generated after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (ai) Seller shall be entitled Subject to the amount of Section 5.4(c)(ii), if any Income Tax refunds (or Company receives any Tax credits received in lieu thereof refund, Tax credit or other reduction of Tax relating to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending (or arising as a result of losses generated on or prior to the Closing Date or that are used in a Tax period beginning after the Closing Date (including the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending beginning after the Closing Date. (b) )), Buyer shall promptly promptly, and in any event within ten (10) Business Days of receipt thereof, pay, or cause to be paid, over to the applicable Seller by wire transfer the amount of immediately available funds such refund, credit or other reduction (without interest other than interest received from the applicable Taxing Authority), net of any Tax Refunds Taxes and any reasonable out-of-pocket expenses that Seller is entitled the Buyer, such Company, or any of their respective Affiliates incur with respect to pursuant such refund, credit or other reduction. After the Closing, Buyer shall, and shall cause each of its Affiliates, including each Company, to this Section 8.6.1 within ten (10A) Business Days promptly notify Select of both the actual discovery of a right to claim any such refund, credit or other reduction and the receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a any such refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). credit or other reduction, (cB) The Group Companies shall use commercially reasonable efforts to promptly obtain take actions requested by the Sellers to claim refunds that will give rise to a payment to a Seller hereunder and (C) request that such refund, credit or cause to other reduction be obtainedpaid in cash. (ii) Nothing in this Section 5.4(c) shall require that the Buyer make any reasonably available Tax Refunds payment with respect to any refund for a Tax (and such refunds shall be for the benefit of the Buyer and the applicable PreCompany) that is with respect to (A) any refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Post-Closing Period Income Tax Return by filing, Period; and (B) any refund of Taxes resulting from any payments of Taxes made on or causing to file, any such Tax Returns as promptly as practicable after the Closing DateDate to the extent Sellers have not indemnified the Buyer (or the applicable Company) for the Taxes in respect of which such refund was received by Buyer (or such Company); provided, for the avoidance of doubt, that indemnification payments, if any, made by either Seller to Buyer (or such Company) on account of such Taxes shall be reduced by the amount of such refund described in each casethis clause (B), and (C) any refund of Taxes to the extent included as an asset in the computation of Closing Working Capital, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Datedetermined. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. If the Purchaser or any of its Affiliates (aincluding, following the Closing, the Company or any of its Subsidiaries) Seller shall be entitled either (i) receives, at any time after the Closing, any refund of Taxes of the Company or any of its Subsidiaries that are properly attributable to a Pre-Closing Period (including, without limitation, any refunds arising from any employee retention tax credits available under the CARES Act, as amended by the Consolidated Appropriations Xxx, 0000, P.L. 116-260 and the American Rescue Plan Act, P.L. 117-2, or a corresponding provision of state or local Law with respect to compensation paid by the Company or any of its Subsidiaries prior to the amount of any Income Closing Date (each, an “Employee Retention Tax refunds Credit”)) or (or any Tax credits received ii) realizes, in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, Tax savings as a result of the utilization of any Tax credit with respect to Taxes of the Company or any of their respective Affiliates, or its Subsidiaries that is properly attributable to a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Period (including an Employee Retention Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereofCredit), in each case, to the extent that such Tax refund (or credit in lieu thereof(A) is with respect to Taxes paid by a Group Company prior to the Closing Date or included was not reflected as an asset in the final calculation of Working Capital and (B) did not result from the carryback of a loss or deduction arising in a Post-Closing Statement Period, then the Purchaser shall pay to the Sellers’ Representative (any for further distribution to the Sellers in accordance with their respective Pro Rata Shares) by wire transfer of immediately available funds, an amount, in cash equal to (1) the amount of such Income Tax refund or credit (2) the aggregate amount of Tax savings to the Purchaser or any of its Affiliates arising from the utilization of any such Tax credit, in lieu thereofeach case, net of any reasonable, out-of-pocket fees or expenses (including Taxes) incurred by the Purchaser or any of its Affiliates as a “result of the pursuit or receipt of any such Tax Refund”); provided, however, that Seller refund or utilization of any such Tax credit. Any payment required by the Purchaser to this Section 6.4(j) shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from Sellers’ Representative no later than 15 days following either the payment receipt of Income the Tax refund or the date of filing the Tax Return upon which the Tax credit was utilized to reduce the amount of Taxes payable by Buyer the Purchaser or any of its Affiliates (including any Group Companythe Company and its Subsidiaries). The Purchaser shall (x) made after cooperate with the Closing Date to Sellers’ Representative, upon the extent such Income Taxes were not included in the final calculation of the Closing StatementSellers’ Representative’s reasonable request, and (z) resulting from a carryback at the Sellers’ sole expense, in filing any amended Tax Returns or claims to obtain or expedite the receipt of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds refund (provided that Seller is all material positions reflected on such Tax Returns or claims for refund are supportable at a “more-likely-than-not” or greater level of comfort) that the Sellers are entitled to pursuant to receive under this Section 8.6.1 within ten 6.4(j) (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) including by utilizing any reasonably available Tax Refunds with respect to any applicable Preshort-Closing Period Income Tax Return by filing, form or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant accelerated procedures) or (y) to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law, request a Tax refund (rather than a Tax credit or other offset in lieu of a Tax refund).

Tax Refunds. Any Tax refunds (aincluding applicable interest thereon) Seller that are received by Purchaser or the Acquired Entities, and any amounts credited against Taxes to which Purchaser or the Acquired Entities become entitled, that relate to taxable periods or portions thereof ending on or before the Closing Date shall be entitled to for the account of Seller, and Purchaser shall notify Seller of any such refund or the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for within ten days after receipt or entitlement thereto and pay over same to Seller within ten days after receipt or entitlement thereto. Any such refund or credit that relates to a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any Straddle Period shall be allocated between the period of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any such Straddle Period ending on the Closing Date and the period of such Straddle Period beginning after the Closing Date in a manner consistent with the principles for allocating Taxes between such periods set forth in Section 6.7(a)(iii). All Tax refunds (determined in accordance with including applicable interest thereon) not otherwise payable to the Seller under this Section 8.6.4)6.7(f) shall be for the benefit of Purchaser and if received by or otherwise credited to the Seller or any Affiliate thereof, including the Seller shall notify Purchaser of any such Tax refunds resulting from any Transaction Tax Deductions, and net refund or the amount of any Taxes such credit within ten days after receipt or entitlement thereto and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (pay over same to Purchaser within ten days after receipt or credits in lieu thereof), in each case, entitlement thereto. Purchaser agrees to the extent such file any Tax refund (claim that Seller reasonably requests Purchaser to file for any period or credit in lieu thereof) is with respect to Taxes paid by a Group Company portion thereof ending prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereofDate, a “Tax Refund”); provided, however, provided that Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to file any such claim. Specifically and in the event that such refund claims are not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party filed prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required Seller agrees (x) to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a refund of income taxes paid by the Acquired Entities in their 2002 taxable period year by carrying back any net operating losses incurred by the Acquired Entities in their 2004 taxable year to their 2002 taxable year and (or portion thereofy) beginning after to file for a refund of estimated taxes overpaid by the Closing DateAcquired Entities with respect to their 2004 taxable year. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (ai) Seller shall be entitled to the amount of any Income Any cash Tax refunds refund (or any Tax credits credit received in lieu thereof of a cash Tax refund) of Taxes of the Business Companies with respect to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion and (ii) any overpayments of estimated Taxes of a Business Company with respect to any Straddle Period ending (determined on the Closing Date (determined basis of the principles set forth in accordance with Section 8.6.45.14(a)(iii), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such overpayments offset the Tax refund (or credit in lieu thereof) is liability of the Business Company with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation portion of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Straddle Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable beginning after the Closing Date, in each case, as finally resolved pursuant shall be for the benefit of Sellers, subject to the provisions terms of this Section 8.6.2; provided5.14(i). The amount of such refund, however, that credit or overpayment shall be paid to the Group Companies applicable Seller fifteen (15) days after receipt by a Business Company of a cash Tax refund or after filing of the final Tax Return reflecting the application by a Business Company of the relevant amount as a credit or offset against Taxes. Notwithstanding the foregoing (A) Sellers shall not be required entitled to file IRS Form 4466 any payment pursuant to this Section 5.14(i) (1) unless the Tax payment being refunded (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund utilized as a credit against Taxes payable for or offset) was paid by Sellers or their Affiliates prior to the Closing Date, included as a liability in the final determination of the Final Adjustment Amount, or indemnified by Parent under the terms of this Agreement, (2) to the extent such refund, credit or offset is attributable to any Tax attribute arising in a taxable period (or portion thereof) beginning after the Closing Date or to any Tax attribute of Buyer or its Affiliates (excluding, for this purpose, the Business Companies) whether arising before, on or after the Closing Date. , (d3) For applicable to the extent such refund, credit or offset is the subject of a then-pending audit or other examination, or (4) with respect to any Tax purposesrefund (or credit) that was taken into account in the final determination of the Final Adjustment Amount; and (B) the amount of any payment to Sellers hereunder shall be net of all costs, Buyerexpenses, Seller losses or Taxes incurred by Buyer or its Affiliates in connection with the receipt of such refund, credit or offset and each of their respective Affiliates shall treat all any payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawSellers hereunder.

Tax Refunds. (a) Subject to Closing, Purchaser shall pay to Seller an amount equal to any Tax Refund plus any interest thereon which is received by any Target Company after the Financial Closing Date for amounts paid in respect of any Tax or Taxes paid or otherwise settled by such Target Company prior to or on the Financial Closing Date (including by way of a prepayment), provided that Purchaser shall not be entitled to the liable for any amount of any Income Tax refunds (or any Tax credits received in lieu thereof Refunds if and to the extent that such credit in lieu thereof actually reduces Taxes for Tax Refund (a) results from the use of a Post-Closing Tax PeriodPurchaser's Relief or (b) that are actually received by Buyer, any Group Company, results from any of their respective Affiliatesthe acts, transactions or events, or arises in any of the circumstances, referred to in sub-paragraphs (iii), (iv), (v), (x), (xi), (xii), (xiii) or (xv) of clause 13.2(a) (deeming any reference to a consolidatedTax Liability in such sub-paragraphs to be instead a reference to a Tax Refund for the purpose of this clause 13.3(a) or 13.3(b)) to the extent that the aggregate amount of such Tax Refunds does not exceed the aggregate amount of assets for Taxes or receivables for Taxes which have been taken into account in calculating Working Capital in the Closing Statement, combined, unitary, or similar group meaning that Purchaser's liability is limited to the excess of which any Group Company is a member after the aggregate amount of Tax Refunds over the aggregate amount of all such Tax assets and Tax receivables. (b) Subject to the Closing, in each case, for Purchaser shall pay to Seller an amount equal to any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, Saving to the extent such Tax refund Saving has not excluded or reduced a Tax Claim pursuant to clause 13.2(a)(ii). (or credit in lieu thereofc) is Purchaser shall use, and shall procure that the Target Companies will use, reasonable endeavours to comply with respect any formal requirements to Taxes paid by a Group Company prior to be met after the Closing Date or included in for the final calculation recovery of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) but, for the avoidance of doubt, Purchaser shall not be required to be paid over by take or procure that any Group Target Company (or takes any Affiliate thereof) to any Person under a provision action which would involve the use of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included Purchaser's Relief). Purchaser shall promptly notify Seller in the final calculation writing of the Closing Statement, and (z) resulting from a carryback receipt of a the Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over Refund. Any amount payable to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 clause 13.3 shall be due and payable within ten (10) Business Days of the actual receipt of after the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orhas been received by the relevant Target Company. Purchaser shall deliver, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects next ten (10) calendar years following the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Financial Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made within six (6) months following the end of a calendar year a written statement stating whether and to what extent payment obligations of Purchaser pursuant to this Section 8.6.1 as an adjustment clause 13.3 have arisen during the previous calendar year. Seller shall be entitled to purchase price review such statement and Purchaser shall, and shall procure that the Target Companies will, provide to the maximum extent permitted Seller upon Seller's request all information and documentation reasonably requested by applicable LawSeller for such review.

Tax Refunds. (a) 7.1 The Purchaser or the relevant Purchasing Entity shall promptly notify the Seller shall be entitled to the amount of any Income right to receive or actual receipt of any amount by way of repayment of Tax refunds or interest or fees on overpaid Tax, or other amount payable or paid by a Tax Authority (whether receivable or received, as the case may be, in the form of a cash payment by a Tax Authority or in the form of a credit against Tax payable), being in each case an amount to which any Transferred Company is or becomes entitled or receives in respect of an Event occurring or period (or any Tax credits received in lieu thereof part period) falling prior to Completion, except to the extent that such credit amount is a Purchaser’s Relief or arises due to: (A) a change in lieu thereof actually reduces Taxes for any Applicable Law; (B) a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of change in the accounting bases on which any Group Transferred Company is values its assets; (C) a member after voluntary act or omission of the Closingrelevant Purchasing Entity or any Transferred Company; or (D) the utilisation or setting off of a Purchaser's Relief, that, in each case, for any Pre-Closing occurs after Completion (a Tax Period ending on Refund). 7.2 The Purchaser and the Closing Date relevant Purchasing Entity shall take (or shall procure that the portion Transferred Company concerned takes) such action as the Seller may reasonably request (and at the Seller’s reasonable cost) to obtain such Tax Refund (keeping the Seller fully informed of the progress of any Straddle Period ending action taken and providing it with copies of all relevant correspondence and documentation). 7.3 Any Tax Refund actually obtained after Completion, whether by payment or set off (less any reasonable costs of obtaining it to the extent not previously reimbursed and less any Tax suffered thereon) shall be dealt with as follows: (A) the amount of the Tax Refund shall first be set off against any payment then due from the Seller under this Schedule or for breach of any of the Tax Warranties; (B) if there is an excess, a refund shall be made to the Seller of any previous payment or payments made by the Seller under this Schedule or for breach of any of the Tax Warranties (net of any Tax on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, previous payment(s) and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (that would have been payable but for the use or credits in lieu thereofsetting off of any Purchaser’s Relief), in each caseand not previously refunded under this Schedule, up to the amount of that excess; and (C) to the extent such Tax refund (or credit in lieu thereof) that there is with respect to Taxes paid by any remaining excess, a Group Company prior payment shall be made to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior equal to the Closing, (y) resulting from the payment amount of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Dateexcess as soon as reasonably practicable. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (aSubject to the provisions of Section 7.4(a) Seller shall and Section 3.10(f), the Company Securityholders will be entitled to all refunds actually received by an Amtrol Company that relate to a Pre-Closing Tax Period, net of all Taxes payable by Purchaser or the amount Company attributable to the receipt of any Income Tax refunds such refund (or any Tax credits received in lieu thereof to the extent such credit not included in lieu thereof actually reduces Taxes for a the computation of the Company Post-Closing Tax PeriodPayment or otherwise paid by the Company Securityholders pursuant to Section 7.4(a)(i)), net of all costs and expenses incurred by Purchaser or the Company in obtaining such refund, and net of any Indemnified Taxes for which Purchaser or the Company has not then obtained recovery or reimbursement; provided that the Company Securityholders will not be entitled to any refunds attributable to carrybacks from periods ending after the Closing Date, or refunds that were reflected as assets in the Closing Statement (including any estimated and pre-paid Tax payments). If Purchaser or the Company receives any refund of Tax to which the Company Securityholders are entitled pursuant to this Section 7.4(g), Purchaser will pay (or cause the Company to pay) such refund of Tax (including any interest received thereon) to the Stockholder Representative pursuant to Section 3.10(d)(iii), provided that, for the avoidance of doubt, no amount of such tax refund shall be paid by Purchaser until after the Adjustment Escrow Release Date. In the event that are actually Purchaser or the Company is required to repay all or any portion of such refund of Tax (including any interest received thereon) to the relevant Taxing Authority, the Stockholder Representative shall, at the expense of the Company Securityholders, at the request of Purchaser, repay to Purchaser or the Company, as applicable, the amount paid over pursuant to this Section 7.4(g) (plus any penalties, interest or other charges imposed by Buyerthe relevant Taxing Authority) within five (5) Business Days of such request. In applying this Section 7.4(g), any Group Company, refund of Taxes (including any of their respective Affiliates, or interest thereon) for a consolidated, combined, unitary, or similar group of which any Group Company is a member after Straddle Period will be allocated between the Closing, in each case, for any Pre-Closing Tax Period ending on and the portion of the Straddle Period beginning after the Closing Date in accordance with the principles of Section 7.4(b). Purchaser shall be entitled to all refunds relating to any taxable period (or the portion of any Straddle Period ending on thereof) beginning after the Closing Date (determined in accordance with Section 8.6.4)including, including without limitation, any such Tax refunds resulting from refund that is attributable to any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation operating loss carryforward of the Closing Statement (any such Income Tax refund or credit Company arising in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filingPeriod, or causing any tax credits or other tax attributes of the Company carried forward from a Pre-Closing Tax Period to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable ); provided that, for the avoidance of doubt, Purchaser shall make Transaction Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price Benefit Payments to the maximum extent permitted by applicable LawStockholder Representative (for distribution to the Company Securityholders in accordance with Section 2.4) in accordance with Section 7.4(c).

Tax Refunds. From and after the Closing, VS Holdco shall promptly (ai) Seller shall be entitled pay to Parent the amount of any Income refunds or credits received by the Acquired Companies in respect of any Excluded Tax refunds and (ii) without duplication, reimburse Parent for any estimated tax payment made by Parent or any Acquired Company prior to the Closing to the extent, and at the time, such payment (or any portion thereof) is refunded to any Acquired Company or is used to offset or reduce any Tax credits received in lieu thereof liability of Buyer or any of its Affiliates (including, for the avoidance of doubt, any Acquired Company) with respect to the extent such credit in lieu thereof actually reduces Taxes for a any Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, Period (in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes imposed thereon or Taxes imposed on any Acquired Company or any other direct or indirect equity holders (other than Parent) on repatriating the amount of such refund to Buyer and any reasonable third-party out-of-pocket expenses incurred by Buyer or the Acquired Companies, as the case may be, in connection with obtaining such Tax refunds (refund or credits in lieu thereofcredit). Notwithstanding the foregoing, in each case, VS Holdco shall have no obligation to the extent such Tax pay to Parent any amount of a refund (or credit in lieu thereof) is with respect to Taxes a Tax that was paid by a Group an Acquired Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date and for which Parent has not provided indemnification for such Tax. Any refunds of any Transfer Taxes shall be for the sole benefit of VS Holdco and to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (Parent or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates (other than any Acquired Company) receives any such refund, such refund (net of any Taxes imposed thereon and reasonable third-party costs borne by such party to obtain such refund) shall treat all payments be promptly paid to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawVS Holdco.

Tax Refunds. (ai) Seller shall be entitled Subject to paragraph (ii), below, rights and benefits relating to all credits or refunds of Tax liabilities of the amount Latisys Companies no matter how secured (including credits for overpayment of estimated Taxes) arising from or relating to any Income Tax refunds taxable period (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodportion thereof) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in shall remain with and be for the final calculation benefit of the Closing Statement Seller, and Purchaser shall pay to the Seller within five (5) days of receipt by Purchaser, any Latisys Company or any Affiliate of any of the foregoing the amount of any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to against Taxes plus any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting overpayment interest accruing from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after date the Closing Date corresponding Tax liability was paid but only to the extent that such Income Taxes were refund or credit was not included in the final calculation of reflected on the Closing Statement. Upon a reasonable request from the Seller, Purchaser shall cooperate, and (z) resulting from cause the Latisys Companies to cooperate, in filing amended Tax Returns to obtain a carryback of a Tax attribute from any period ending after refund or credit that the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or7.9(b), in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return provided that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies Purchaser shall not be required to file IRS Form 4466 a request for any refund of Taxes (or any comparable form for state amended Tax Return) if such refund could reasonably be expected to materially adversely affect the Purchaser, or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period Latisys Company (or portion thereofany of their respective Affiliates) beginning in any Tax period commencing on or after the Closing Date. (dii) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to Notwithstanding any provision in this Section 8.6.1 as an adjustment to purchase price Agreement to the maximum extent permitted by applicable Lawcontrary, Purchaser and Seller agree that the Companies may carry back any post-closing net operating loss, post-closing loss from operations or any other post-closing Tax attribute of the Companies to any taxable year that ends on or prior to the Closing Date and Purchaser shall be entitled to receive any refund of Taxes resulting from the carry back of such post-closing Tax attributes; provided, however, that Purchaser must first agree that it will indemnify and hold harmless the Seller against any Damages or liabilities for Taxes and expenses related thereto that are attributable to, or result or arise from, any such carry back.

Tax Refunds. (a) Seller The Sellers shall be entitled to receive from Buyer, Merger Sub, Surviving Corporation or the amount of any Income Tax Subsidiaries all refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces for overpayments) of income Taxes for from a PostPre-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and interest thereon (net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining Tax on such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”interest); provided, however, that Seller Sellers shall not be entitled to receive any Tax Refund (x) required to be paid over by any Group Company refunds (or any Affiliate thereofcredits for overpayments) (i) of income Taxes resulting from an adjustment to any Person under income Taxes from a provision of a Contract Pre-Closing Tax Period after the Survival Date (other than this Agreementan adjustment arising as a result of claiming a refund with respect to any Compensation Transaction Deduction or Other Transaction Deduction, or any net operating or other loss with respect to a Pre-Closing Tax Period (e.g., not including any adjustments arising out of an audit or other proceeding with respect to Taxes that are made after the expiration of the Survival Date)) or (ii) that result from a Buyer Transaction Cost. Subject to which such Person was a party prior Section 9.4(i) with respect to Tax refunds attributable to Other Transaction Deductions, promptly upon receipt of any income Tax refund (or credits for overpayment), and in no event later than ten (10) Business Days after receipt by Buyer, Merger Sub, the Closing, (y) resulting from the payment of Income Taxes by Buyer Surviving Corporation or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing StatementSubsidiaries, Buyer will, and (z) resulting from a carryback of a Tax attribute from any period ending after will cause Merger Sub or the Closing Date. (b) Buyer shall promptly paySurviving Corporation and/or the Subsidiaries to, or cause to be paiddeliver and pay over, over to Seller by wire transfer of immediately available funds funds, such income Tax refunds (or credits for overpayments), including any interest thereon (net of any Tax Refunds on such interest) to the Sellers’ Representative, for payment to each of the Sellers in accordance with the provisions of Section 2.13(g). Notwithstanding the foregoing, the Sellers shall not be entitled to receive any refunds (or credits for overpayments) of Taxes resulting from the carryback of Tax attributes generated in a Post-Closing Tax Period except to the extent such Tax attributes result from Compensation Transaction Deductions or Other Transaction Deductions actually realized in a Post-Closing Tax Period (determined on a with and without basis). Buyer shall, as soon as is reasonably practicable, cause the Surviving Corporation or the Subsidiaries to file amended income Tax Returns or applications for income Tax refunds in order to obtain any income Tax refund (or credit for overpayment) that Seller is the Sellers are entitled to pursuant to this Section 8.6.1 9.4(g), and Buyer, Merger Sub, the Surviving Corporation and, to the extent within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refundcontrol, the Due Date Company Entities shall execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller Merger Sub, the Surviving Corporation and each of their respective Affiliates shall treat all payments the Company Entities to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to obtain the maximum extent permitted income Tax refunds contemplated by applicable Law.this

Tax Refunds. Except to the extent already specifically taken into account in the in the calculation of the Closing Date Net Working Capital or Closing Indebtedness (a) Seller in each case, as finalized pursuant to Section 1.5), Sellers shall be entitled to the amount of any Income Tax refunds (and any interest received thereon from the applicable Governmental Authority) (or any Tax credits received in lieu thereof of cash Tax refunds) relating to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on (“Pre-Closing Tax Refunds”) that are actually received (or, in the Closing Date case of a credit, utilized to offset cash Taxes otherwise payable) by Buyer or the portion any Controlled Affiliate of any Straddle Period ending on Buyer after the Closing Date (determined whether received in accordance with Section 8.6.4)cash, including any credit, or applied to a subsequent taxable period) and solely to the extent a Liability for the specific Tax resulting in such Pre-Closing Tax refunds resulting from any Transaction Tax Deductions, and net Refund was (A) included in the calculation of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds the Closing Date Net Working Capital or Closing Indebtedness (or credits in lieu thereof), in each case, as finalized pursuant to Section 1.5), (B) paid by the Transferred Subsidiaries prior to the extent such Tax refund Calculation Time, (or credit in lieu thereofC) is with respect to Taxes paid by a Group Company Sellers or any Controlled Affiliate of Sellers (other than the Transferred Subsidiaries) prior to the Closing Date or included in with respect to the final calculation of the Closing Statement (Business, any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (Transferred Asset or any Affiliate thereofAssumed Liability or (D) indemnified or reimbursed by Sellers pursuant to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Article 8. Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds Sellers any such Pre-Closing Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 Refund within ten fifteen (1015) Business Days of the actual after receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filingRefund, net of any reasonable out-of-pocket costs or causing expenses attributable thereto. To the extent such Pre-Closing Tax Refund is subsequently disallowed or required to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant be returned to the provisions of Section 8.6.2; providedapplicable Governmental Authority, however, that the Group Companies shall not be required Sellers agree to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price repay promptly to the maximum extent permitted Buyer the amount of such Pre-Closing Tax Refund, together with any interest, penalties or other additional amounts imposed by applicable Lawsuch Governmental Authority.

Tax Refunds. After the Closing Date, except to the extent (ai) included as an asset, or as a reduction in a liability, in Net Working Capital (including any employment or payroll tax credits included as an asset or reduction in a liability in Net Working Capital) or as an offset or adjustment to the calculation of Indebtedness, in each case, as finally determined hereunder or (ii) attributable to the carryback of any loss from a Post-Closing Tax Period to a Pre-Closing Tax Period, Seller shall be entitled to the amount of any Income all Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodand Overpayment Credits) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer Purchaser2 or any of its Affiliates (including any Group CompanyCompany Entity) made after the Closing Date for any Pre-Closing Tax Period of a Company Entity (including any Tax refunds attributable to the extent such Income Taxes were not included in the final calculation carryback of the Closing Statement, and (z) resulting items from a carryback of a Pre-Closing Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, Period). Purchaser2 will pay over to Seller by wire transfer of immediately available funds any such Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 refund (but in all cases within ten (10business days) Business Days of the after actual receipt of the such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto refund (or, in the case of any such Overpayment Credit, promptly (but in all cases within ten business days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable), less reasonable out of pocket expenses and Taxes incurred to obtain such Tax refunds or Overpayment Credits. Any Tax refund or Overpayment Credit received or realized with respect to Taxes attributable to any Company Entity for a Straddle Period shall be equitably apportioned between Seller and Purchaser2 in a manner consistent with the principles set forth in Section 7.05(b). Subject to Section 7.05(h), upon reasonable written request by Seller, to the extent permitted by applicable Law, after the Closing, Purchaser2 shall, and shall cause the Company Entities, at the sole cost and expense of Seller, (A) to use commercially reasonable efforts to file for and diligently pursue any Tax refund claims from the Tax period ending on or before the Closing Date and the carrybacks described below in order to legally maximize and obtain any such Tax refunds or credits and (B) to request a refund (rather than a credit in lieu of a refund) with respect to Tax refunds for all Pre-Closing Tax Periods. The parties shall cooperate, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts and cause their Affiliates to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds cooperate, with respect to any applicable Pre-Closing Period Income Tax Return by filing, such refund request or causing to file, in any such Tax Returns as promptly as practicable after claim for refund. After the Closing DateClosing, in each case, as finally resolved pursuant Purchaser2 shall be entitled to the provisions any refunds or credits of Section 8.6.2; provided, however, that the Group Companies shall not be required or against any Taxes of any Company Entity other than any refunds or credits to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, which Seller and each of their respective Affiliates shall treat all payments to Seller made is entitled pursuant to this Section 8.6.1 as an adjustment to purchase price to 7.05(e) (which, for the maximum extent permitted by applicable Lawavoidance of doubt, shall not limit any payments under Section 7.05(g)).

Tax Refunds. After the Closing Date, except to the extent (aA) included as an asset in (including to the extent such asset is taken into account as a contra liability that reduces a liability that is taken into account in the calculation of) Indebtedness or Net Working Capital as finally determined hereunder, or (B) attributable to the carryback of any loss, deduction or credit from a Post-Closing Tax Period to a Pre-Closing Tax Period, Seller shall be entitled to the amount of any Income all Tax refunds (and Overpayment Credits) received by the Purchaser or any Tax credits received in lieu thereof to of its Affiliates, the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, its Subsidiaries for any Pre-Closing Tax Period ending (including any Tax refunds attributable to the carryback of items under Section 9.01(a) above) to the extent attributable to (i) Taxes paid by or on behalf the Company or the Subsidiary on or prior to the Closing Date Date, (ii) Indemnified Taxes for which the Seller (including from the Indemnity Escrow Account) has indemnified the Purchaser Indemnified Parties hereunder, or the portion of any Straddle Period ending on the Closing Date (determined iii) Taxes included as a Seller Expense or Indebtedness or as a liability in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds Net Working Capital (or credits in lieu thereof), in each case, as finally determined hereunder). Purchaser will pay over to the extent Seller any such Tax refund promptly (or credit but in lieu thereofall cases within five business days) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto refund (or, in the case of any Overpayment Credits, promptly (but in all cases within five business days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable); provided that, any such payments to the Seller be reduced by any costs and expenses attributable to the delivery of such Tax refund (or application of Overpayment Credits) to the Seller. To the extent permitted by applicable Law, the Purchaser shall request a refund (rather than a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable all Pre-Closing Period Income Tax Return by filingPeriods. For the avoidance of doubt, any refund or credit from a Seller Transaction Tax Deduction deductible in, or causing to filecarried forward to, any such Post-Closing Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant Period shall inure to the provisions benefit of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing DatePurchaser. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller Any Tax refunds that are received by Buyer, Holdings, the Company or any of Company’s Subsidiaries, and any amounts credited against Tax to which Buyer, Holdings, the Company or any of Company’s Subsidiaries become entitled, that relate to taxable periods ending on or before the Closing Date shall be entitled for the account of Sellers and ACAS, and Buyer shall (except as otherwise expressly provided in the Escrow Agreement) pay or cause to be paid over to the Escrow Agent, any such refund or the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodwithin fifteen (15) that are actually received by Buyer, any Group Company, any of their respective Affiliates, days after receipt or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined entitlement thereto to be held in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each casethe Escrow Agreement. In addition, to the extent such Tax refund (that Buyer, Holdings, the Company or any of Company’s Subsidiaries receive or become entitled to a payment or refund, or to a reduction in or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement against Tax (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, howeverby a taxing authority for any taxable period ending on or before the Closing Date as a result of either (a) any deductions for compensation resulting from the exercise, that Seller purchase or cancellation of employee or director stock options in connection with the Closing, (b) any deductions for unamortized financing costs resulting from the repayment or refinancing of Indebtedness of Holdings or the Company in connection with the Closing, or (c) any deductions for unamortized original issue discount relating to Indebtedness of Holdings or the Company resulting from the repayment of such Indebtedness at, or as a result of, Closing, Buyer shall not be entitled to any Tax Refund (xexcept as otherwise expressly provided in the Escrow Agreement) required pay or cause to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the ClosingEscrow Agent, an amount equal to such Tax Refund within fifteen (15) days after receipt thereof or entitlement thereto to be held in accordance with the Escrow Agreement. Buyer, Sellers and ACAS hereby agree that the deductions specified in clauses (a), (yb) resulting from and (c) shall be claimed in full on the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after ’s federal and state income Tax Returns for the taxable period ending on the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statementpermitted under applicable law, and (z) resulting from that any net operating losses generated as a carryback of a result thereof for such taxable period shall, to the maximum extent possible, be carried back to prior taxable years of, and amended income Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refundReturns filed for, the Due Date for the filing Company so as to generate refunds of a income Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any such prior taxable years (the “Prior Year Tax Refund Amounts”). If Buyer and Sellers’ Representative do not agree on the amount of such deductions that may be claimed under applicable Pre-Closing Period Income law on the Company’s federal and state income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after returns for the taxable period ending on the Closing Date, Buyer and Sellers’ Representative shall submit the matter to a mutually-acceptable public accounting firm for final determination, whose decision shall be binding on both Buyer and Sellers. Reductions in each case, as finally resolved pursuant to Tax for the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning ending on the Closing Date, and all such Prior Year Tax Refund Amounts, shall be for the benefit of Sellers and ACAS and, if received by Buyer or any affiliate thereof, shall (except as otherwise expressly provided in the Escrow Agreement) be paid to the Escrow Agent within fifteen (15) days after receipt or entitlement thereto to be held in accordance with the Escrow Agreement. The obligations created hereunder shall not be considered for purposes of calculation of Closing Date Modified Working Capital. Notwithstanding the forgoing, neither Sellers nor ACAS shall be entitled to any payments hereunder to the extent (a) the aggregate amount of all payments to Sellers and ACAS pursuant to this Section 12.3 exceed the aggregate amount of income Taxes shown as due on all income Tax Returns filed or to be filed (including amended Tax Returns) by or on behalf of the Company and the Company’s Subsidiaries for all Pre-Closing Tax Periods and (b) a Tax Refund is the result of a carryback of a tax attribute arising after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. 9.1 For the purposes of this paragraph 9 (aTax Refunds), the “Tax Refund” means the sum of all refunds of Tax received by the Group Companies from a Tax Authority within two (2) Seller years of the Completion Date in respect of a period (in respect of which Tax is assessed or charged on that Group Company) or part of a period ending on or before Completion which were not shown as assets in, reflected in or taken into account in, or in computing a provision for Tax in, the Net Working Capital Amount including, for the avoidance of doubt, any interest or repayment supplements (less any Tax due, or which would have been due, but for the availability of any Purchaser’s Relief). For the avoidance of doubt, this paragraph 9 shall not apply to any refund of Tax received in respect of any amount on account of Tax required by Law to be entitled deducted or withheld from any payments made under this Agreement. The Purchaser shall use all reasonable endeavours to procure that the Group Companies obtain, on a timely basis, all refunds of Tax to which this paragraph 9 could apply. 9.2 Within twenty (20) Business Days of the later of (i) two (2) years following the Completion Date, and (ii) payment of the balance standing to the credit of the Warranty Escrow Account to Nitrogen, ALMC and the Managers in accordance with Clause 9.2(b), the Purchaser shall pay to each Warrantor its Indirect Interest Holder Warranty Proportion of an amount equal to the Tax Refund less the sum of any Income amounts in respect of which the Purchaser would have been able to claim payment under paragraph 1.1 of this Schedule 9 (Tax refunds (Covenant) or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, breach of any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the ClosingTax Warranties, in each case, but for paragraph 1.2 of Schedule 8 (other than any Pre-Closing Tax Period ending on the Closing Date amounts already taken into account under paragraph 6 of this Schedule 9). 9.3 If any Group Company or the portion Purchaser discovers that there has been a refund of any Straddle Period ending on Tax, the Closing Date (determined Purchaser shall, or shall procure that the Group Company concerned shall, as soon as reasonably practicable give sufficient details in accordance with Section 8.6.4)writing of the refund of Tax to the Primary Indirect Interest Holders and the Purchaser shall, including any or shall procure that the Group Company concerned shall, supply to the Primary Indirect Interest Holders such Tax refunds resulting from any Transaction Tax Deductions, and net information as they may reasonably jointly request in writing to verify the amount of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, the refund of Tax. 9.4 This paragraph 9 does not apply to the extent such that: (i) the refund of Tax is attributable to a Purchaser’s Relief; (ii) the refund of Tax has been taken into account under paragraph 2.10; (or credit iii) the refund of Tax arises in lieu thereofcircumstances to which paragraph 6.1 applies; (iv) the recipient of the refund is with obliged to pay an amount in respect of the refund to Taxes paid by a person other than a Group Company prior to the Closing Date or included in the final calculation a member of the Closing Statement Purchaser’s Tax Group; or (any such Income v) the refund of Tax is an income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over received by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to following the Closing, (y) resulting Completion Date from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date Maltese Inland Revenue Department pursuant to the extent such Income Taxes were not included in the final calculation Article 48 of the Closing Statement, and (z) resulting from a carryback of a Maltese Income Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds Management Act with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (result of profits distributed or portion thereof) beginning after capitalised by any Group Company organised under the Closing DateLaws of Malta. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled Subject to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, Purchaser shall pay to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled Sellers an amount equal to any Tax Refund (xless any Tax on any Tax Refund or any interest included therein calculated on the basis of the applicable statutory tax rate at the time of receipt) required to be paid over which is received by any Group Target Company after the Financial Closing Date for amounts paid in respect of any Tax or Taxes paid or otherwise settled by such Target Company prior to or on the Financial Closing Date (or any Affiliate thereof) to any Person under a provision including by way of a Contract (other than this Agreement) to which such Person was prepayment), or, in case of a party Tax credit for payments made prior to or at the Closing, (y) resulting from the payment Financial Closing Date. Purchaser shall not be liable for any amount of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date Tax Refunds to the extent that: (i) the aggregate amount of such Income Tax Refunds does not exceed the aggregate amount of assets and receivables for Taxes were not (generally only for assets or receivables included in the final calculation a line item described or identified as tax asset or tax receivable in Schedule 2, however, in case of payroll tax, irrespective of whether such asset or receivable is included in a line item described or identified as tax asset or tax receivable in Schedule 2) which have been taken into account in calculating Working Capital in the Closing Statement, meaning that Purchaser's liability is limited to the excess of the aggregate amount of Tax Refunds over the aggregate amount of all such assets and receivables for Taxes which have been taken into account in calculating Working Capital in the Closing Statement; or (zii) resulting from a carryback of the circumstances underlying the Tax Refund have excluded or reduced a Tax attribute from any period ending after the Closing DateClaim pursuant to clause 12. (b) Buyer Purchaser shall use, and shall procure that the Target Companies will use, reasonable efforts to comply with any formal requirements to be met after the Financial Closing Date for the recovery of any Tax Refund. Purchaser shall promptly pay, or cause notify Sellers in writing of the receipt of the Tax Refund. Any amount payable to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to Sellers pursuant to this Section 8.6.1 clause 12.4 shall be due and payable within ten (10) Business Days of the actual receipt of after the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orhas been received by the relevant Target Company. Purchaser shall deliver, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects next ten (10) calendar years following the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Financial Closing Date, in each case, as finally resolved pursuant to Sellers within six (6) months following the provisions end of Section 8.6.2; provided, however, that the Group Companies shall not be required a calendar year a written statement stating whether and to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each what extent payment obligations of their respective Affiliates shall treat all payments to Seller made Purchaser pursuant to this Section 8.6.1 as an adjustment clause 12.4 have arisen during the previous calendar year. Sellers shall be entitled to purchase price review such statement at its own Costs and Purchaser shall, and shall procure that the Target Companies will, provide to the maximum extent permitted Sellers upon Sellers' request all information and documentation reasonably requested by applicable LawSellers for such review.

Tax Refunds. Except to the extent (ai) taken into account in the calculation of Net Working Capital as finally determined pursuant to Section 1.04 and taken into account in calculating the Final Cash Consideration or (ii) result from a carryback of any loss or deduction generated in a period after the Closing Date to any taxable period ending prior to the Closing Date, the Seller shall be entitled to any refund or credit for overpayment of Taxes (including any interest paid thereon) (a “Tax Refund”) of the amount of any Income Tax refunds (Company or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, its Subsidiaries for any Pre-Closing Tax Period ending on Period. Within five (5) Business Days after receipt by the Closing Date Purchaser, the Company or the portion any Subsidiary thereof of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the ClosingSeller is entitled, (y) resulting from the payment of Income Taxes by Buyer Purchaser or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly payCompany shall, or shall cause to be paidthe applicable Subsidiary to, over to Seller deliver and pay over, by wire transfer of immediately available funds funds, such Tax Refund to an account or accounts designated by the Seller. The Purchaser will, and will cause the Company and its Subsidiaries to, execute such documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Purchaser, the Company and its Subsidiaries to perfect their rights in and obtain all Tax Refunds for which any such Person is eligible and to which the Seller is entitled. None of the Purchaser, the Company, or its Subsidiaries shall forfeit, fail to collect or otherwise minimize any Tax Refund to which the Seller would be entitled, whether through any election to carry forward a net operating loss or otherwise, except as required by applicable Laws. In the case of any Straddle Period, the amount of Tax Refunds that to which the Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of shall be determined as if the actual receipt of the relevant Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after period ended on the Closing Date. Notwithstanding any other provision in this Agreement, in each caseif any such refunds that are subsequently required to be paid back to a Governmental Entity, as finally resolved then such refunds shall be indemnifiable Losses for which the Seller shall indemnity the Purchaser pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing DateArticle XI. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled Other than with respect to any refunds or credits of Taxes which arise by reason of the amount carryback of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for losses from a Post-Closing Tax Period, the portion of any Straddle Period beginning after the Closing Date, or with respect to any refunds or credits of VAT (which, for the avoidance of doubt, shall not include any Brazilian Tax Deposits to the extent not taken into account in calculating Net Working Capital) that are actually or social security or similar taxes, Buyer shall pay or cause the Transferred Subsidiaries to pay to Seller the amount of any refunds or credits of Taxes or refund of Tax deposits received by Buyer(or credited to) a Transferred Subsidiary, plus any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after interest received with respect thereto from the Closing, in each case, applicable Taxing Authority for (i) any Pre-Closing Tax Period ending on the Closing Date or and (ii) the portion of any such Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4)each case, including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred imposed on such amount, including any Taxes imposed in connection with obtaining the repayment of such Tax refunds amounts) within thirty (30) Business Days after the relevant Transferred Subsidiary receives (or is credited with) such refund or claims such credit. Any refunds or credits in lieu thereof), in each case, of Taxes of a Transferred Subsidiary for any Straddle Period shall be apportioned between the period deemed to end at the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to close of the Closing Date or included in and the final calculation period deemed to begin at the beginning of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after day following the Closing Date in a manner consistent with Section 8.3(c). Buyer agrees to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (claim or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, claimed any such Tax Returns refund or to utilize or cause to be utilized any such credits as promptly soon as practicable reasonably possible and to inform Seller within 30 days after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (any such refund is claimed or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Dateis utilized. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount of If any Income Tax refunds (or Acquired Company receives any Tax credits received in lieu thereof refund relating to the extent such credit in lieu thereof actually reduces Taxes for a Postany Pre-Closing Tax Period) , other than any Tax refund that are actually is accounted for in the determination of Current Assets (whether in the form of cash received by Buyer, any Group Company, any of their respective Affiliates, from the applicable Governmental Entity or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, direct credit against Taxes otherwise payable for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4Period), including any such Tax refunds resulting from any Transaction Tax DeductionsParent shall promptly, and net in any event within five (5) Business Days of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu receipt thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller the Stakeholder Representative (as agent for, on behalf of, and for payment to, the Holders), the amount of such Tax refund. If such Tax refund relates to a Straddle Period, such refund shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period in accordance with the provisions of this Agreement governing such periods. Upon the receipt of any such payment, the Stakeholder Representative shall pay to each Holder such Holder’s Pro Rata Share of such payment, and any payments so made shall be treated as an increase to the Merger Consideration. To the extent permitted by wire transfer Law without penalty to or reduction in the aggregate available amount thereof, the Acquired Companies shall elect to forego a carryback of immediately any net operating losses, capital losses, credits or other Tax attributes (including the election under Section 172(b)(3) of the Code) from any Post-Closing Tax Period to any Pre- Closing Tax Period. If and to the extent that an Acquired Company is not permitted by applicable Law to forego such a carryback without penalty to or reduction in the aggregate available funds any Tax Refunds that Seller is amount thereof, the Acquired Companies shall be entitled to pursuant to this Section 8.6.1 any refund of Taxes with respect thereto and ICG Group or the Stakeholder Representative shall promptly, and in any event within ten five (105) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orthereof, in the case of a credit in lieu of a refundpay, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect paid, to any applicable Pre-Closing Period Income Tax Return by filingParent (as agent for the Acquired Companies), or causing to file, any the amount of such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Daterefund. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. All refunds of Taxes received by Seller or Buyer after the Closing with respect to the Property (a“Tax Refund”) Seller shall be entitled applied (A) first, to Seller or Buyer, as the amount of any Income Tax refunds (or any Tax credits received in lieu thereof case may be, to the extent of third party expenses incurred by either party in protesting and obtaining such credit in lieu thereof actually reduces Taxes Tax Refund, (B) second, to Buyer to the extent that such Tax Refund is required to be paid to (or credited against other amounts payable by) the Tenants under the Leases, and (C) third, (x) to Seller if such Tax Refund is for a Post-any period which ends before the Closing Date, (y) to Buyer if such Tax Period) that are actually received by Buyer, Refund is for any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of tax period which any Group Company is a member commences after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date and (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereofz) is with respect to Taxes paid any Tax Refund that applies to a period of time that elapses prior to, inclusive of, and subsequent to, the Closing Date, to Seller and Buyer, prorated on a per diem basis. If Seller or Buyer receives any Tax Refund, then each shall retain or pay such amounts (or portions thereof) in order that such payments are applied in the manner set forth in this Subsection. Buyer hereby agrees to execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling any tax appeal proceeding commenced by a Group Company Seller prior to the Closing Date and collecting the amount of any Tax Refund, provided that no liability or included obligation is imposed on Buyer in connection with, or as a result of, the execution and delivery of such documents. Prior to the Inspection Date, as part of the Seller Deliveries, Seller shall deliver to Buyer a schedule of any and all tax appeal proceedings, protests or contests that Seller has filed (or that have been filed on behalf of Seller) and that may result in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback issuance of a Tax attribute from any period ending after Refund. The provisions of this 4.2.2(iii) shall survive the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies and shall not be required to file IRS Form 4466 (or merge into any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Datedocumentation delivered at Closing. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller Any refund with respect to Taxes of the Company or its Subsidiary for any Taxable Period or portion thereof that ends on or before the Closing Date shall be entitled allocated to the amount of Shareholders and shall promptly be paid to the Shareholders, together with any Income Tax refunds (or interest received with respect to such refund, but reduced by any Tax credits received in lieu thereof cost to the Purchaser, except to the extent such credit refund is reflected as an asset in lieu thereof actually reduces the Financial Statements, taken into account in the determination of the Working Capital on the Final Working Capital Statement, or attributable to the carryback or utilization of a Tax attribute arising in a Taxable Period (or portion thereof) beginning on or after the Closing Date. If Purchaser receives written notice from the Shareholders’ Representative requesting that Purchaser file, or cause to be filed, a claim for refund of Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, attributable to any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period Periods ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date Date, or included if with respect to an S Corporate Return, an amended Tax Return so that the Shareholders could file a claim for refund of Taxes attributable to any of the Tax Periods ending on or prior to the Closing Date, Purchaser shall make or cause to be made a claim for such refund or, in the final calculation case of an S Corporate Return, file or cause to be filed such amended Tax Return with the Closing Statement (any applicable taxing authority in accordance with the Shareholders’ Representative’s request if and to the extent that Purchaser believes, after good faith consultation with its tax advisors, that such Income refund claim or amended Tax refund or credit in lieu thereof, a “Tax Refund”)Return would be appropriate under applicable law; provided, however, that Seller Purchaser shall not be entitled required to carryback or utilize any Tax Refund (x) required to be paid over by any Group Company attribute arising in a Taxable Period (or any Affiliate portion thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer beginning on or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds provided that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies Purchaser shall not be required to file IRS Form 4466 (any such refund claim or any comparable form amended Tax Return if filing such refund claim or amended Tax Return could adversely affect the Purchaser or increase Taxes for state or local Tax purposes)which Purchaser would be responsible. The Group Companies Shareholders shall not elect be obligated to apply reimburse promptly upon request Purchaser for any applicable Tax Refund as a credit against Taxes payable expense or cost, including any reasonable professional fees, incurred with respect to such claim. Purchaser shall diligently pursue any such claim for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposesrefund, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price subject to the maximum extent permitted by applicable Lawlimitations and provisos in the preceding sentence.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Except to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included reflected as an asset in the final calculation of Net Working Capital or included as a reduction in Final Pre-Closing Taxes, the Closing Statement Representative (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller on behalf of the Stockholder Parties) shall not be entitled to (A) any Tax Refund (x) required to be paid over refunds that are received by any Group Company (the Parent or any Affiliate thereof) to any Person under a provision of a Contract the Surviving Corporation or its Subsidiaries (other than this Agreement) refunds attributable to which such Person was a party prior to the ClosingVAT, (y) resulting from the payment of Income Taxes by Buyer GST or any of its Affiliates (including any Group Company) made after the Closing Date similar sales or use tax to the extent such Income Taxes were not included in amounts are required to be returned by the final calculation of the Closing StatementParent, and (z) resulting from Surviving Corporation or its Subsidiaries to a carryback of a Tax attribute from any period ending customer after the Closing Date. ), and (bB) Buyer shall promptly payany amounts credited against Tax (other than amounts credited against Tax with respect to VAT, GST or cause similar sales or use tax to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds the extent that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 amounts with respect thereto are required to be returned by the Parent, Surviving Corporation or its Subsidiaries to a customer after the Closing Date), and (orC) any reduction in any Pre-Closing Taxes, excluding any amounts relating to the items set forth on Schedule 9.1(a)(iv), paid by the Surviving Corporation or its Subsidiaries as compared to the amount taken into account with respect to such Pre-Closing Taxes, excluding any amounts relating to the items set forth on Schedule 9.1(a)(iv), in the case determination of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Final Pre-Closing Period Income Taxes, to which the Parent or the Surviving Corporation or its Subsidiaries become entitled in a Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable period ending after the Closing Date, in each case, that relate to a Pre-Closing Tax Period (or that are allocable to a Pre-Closing Straddle Period, as finally resolved pursuant determined under Section 7.12(d)) of the Surviving Corporation and its Subsidiaries. The Parent shall pay over to the provisions Paying Agent (on behalf of each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages) any such refund, credit or reduction within five (5) days after receipt of such refund or within five (5) days of filing of the Tax Return reflecting such credit or reduction. In connection with the preparation of Tax Returns under Section 8.6.27.12(b), the Parent and the Representative agree that the Surviving Corporation shall elect to carry back any item of loss, deduction or credit from any Tax period ending on the Closing Date, to prior taxable years to the fullest extent permitted by law (using any available short-form or accelerated procedures (including filing IRS Form 1139 and any corresponding form for applicable state, local and foreign tax purposes) and filing amended Tax Returns to the extent necessary) and obtain any potential Tax refunds or claims related thereto. Notwithstanding the foregoing, any payment required to be made by Parent to the Representative pursuant this Section 7.12(f), shall be reduced by the amount of any Tax liability of the Company and its Subsidiaries for Pre-Closing Tax Periods or Pre-Closing Straddle Periods, not included in the calculation of Final Pre-Closing Taxes, Net Working Capital, Transaction Costs or Indebtedness to the extent that Representative could have liability for such Tax liability under Article IX (including applicable limitations); provided, however, that for the Group Companies shall not be required avoidance of doubt the amount of any Tax liability offset against a payment otherwise due to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made Representative pursuant to this Section 8.6.1 7.12(f) shall count toward the Representative Cap as if paid in cash as an adjustment to purchase price to the maximum extent permitted by applicable Lawindemnity under Section 9.1(b).

Tax Refunds. Subject to this Section 6.3(g), all refunds of Taxes (a) Seller other than refunds of Transfer Taxes, which shall be entitled to allocated in the amount same manner as Transfer Taxes are allocated under Section 6.3(e)) of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any (determined, with respect to a Straddle Period ending on the Closing Date (determined Period, in accordance with the same principles provided in Section 8.6.46.3(b)), including any whether in the form of cash received from the applicable Governmental Authority or a direct credit against Taxes that are not Indemnified Taxes, shall be for the benefit of the Contributors. To the extent that Buyer or the Company receives a refund that is for the benefit of the Contributors, Buyer shall pay to the Contributors Representative for distribution to the Contributors the amount of such Tax refunds resulting refund (without interest other than interest received from any Transaction Tax Deductionsthe applicable Governmental Authority), and net of any Taxes and reasonable out-of-pocket expenses costs incurred by Buyer or its Affiliates in connection with obtaining obtaining, receiving or paying over such Tax refunds (or credits in lieu thereofrefunds, including Taxes), in each case, . The net amount due to the extent Contributors shall be payable ten (10) days following actual receipt of such Tax refund (or credit or, if the refund is in lieu thereofthe form of direct credit, ten (10) days after filing the Tax Return claiming such credit). Nothing in this Section 6.3(g) shall require that Buyer make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Buyer and the Company) that is with respect to Taxes paid by a Group Company prior to (A) any refund of Tax that is the Closing Date or included in the final calculation result of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to carrying back of any Tax Refund (x) required to be paid over by any Group Company (attribute or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included Tax credit incurred in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. , (dB) For any refund of an Indemnified Tax paid after the Closing Date to the extent the Contributors have not indemnified Buyer or the Company for such Taxes, (C) any refund for Tax that is reflected as a current asset (or offset to a current liability) on the Closing Date Working Capital, as finally determined, or (D) any refund for Tax that gives rise to a payment obligation of the Company to any Person under applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made Law or pursuant to this Section 8.6.1 as an adjustment a provision of a contract or other agreement entered into (or assumed) by the Company prior to purchase price to the maximum extent permitted by applicable LawClosing.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax Any refunds (or any Tax credits received in lieu thereof to for overpayment) of Taxes incurred by the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, Company or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for its Subsidiaries and attributable to any Pre-Closing Cutoff Tax Period ending on the Closing Date (or the portion of any Straddle Period ending on the Closing Date (thereof, determined in accordance with Section 8.6.4the principles set forth in the definition of Pre-Cutoff Straddle Period Taxes), including any such Tax refunds resulting interest received from any Transaction Tax Deductionsa Governmental Entity thereon, and net of any Taxes and reasonable out-of-pocket expenses incurred that is actually received in connection with obtaining such Tax refunds (cash or credits in lieu thereof)by credit by the Company or its Subsidiaries, in each case, to shall be for the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation account of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2Stockholders; provided, however, that the Group Companies Purchaser shall not be required to file IRS Form 4466 pay the Stockholders pursuant to this Section 11.09 to the extent that (a) there are any Taxes that have been finally determined and are required to be paid by the Stockholders pursuant to Section 9.02(a)(i) or any comparable form for state Section 9.02(a)(iv) and which the Stockholders have not yet paid as of the date such refund or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund credit is received, (b) such refund or credit was accrued as a current and normal asset in the Latest Financial Statements, or (c) such refund or credit against Taxes payable for arose from the carryback of losses, credits or other Tax attributes from a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposesdate of the Latest Balance Sheet. Upon the Purchaser’s, Buyerthe Company’s, Seller or any Subsidiary’s receipt of any such refund or claim of such credit, Purchaser and each of their respective Affiliates the Company, jointly and severally, shall treat all payments pay or cause to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price be paid to the maximum extent permitted Stockholder Representative, for the benefit of the Stockholders, by applicable Lawwire transfer of immediately available funds, any such refund (or the amount of any such credit), including any interest thereon, but net of any Taxes imposed thereon and reasonable expenses incurred in connection therewith. If a refund or credit that has been paid to the Stockholders is later denied or disallowed, the Stockholders shall pay or cause to be paid to the Purchaser (or, at the Purchaser’s direction, to the Surviving Corporation or any of its Subsidiaries) the amount of any such refund or credit plus any interest owed to the relevant Governmental Entity in respect of such denial or disallowance.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Any Tax refunds (or any Tax credits received in lieu thereof to the extent such refund, credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which benefit (including any Group Company is interest paid or credited by a member after the Closing, in each case, for any Governmental Authority with respect thereto) relating to a Pre-Closing Tax Period ending on the Closing Date or the a portion of any a Straddle Period ending on or before the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, ) shall be for the sole benefit of the Pre-Closing Holders. To the extent that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer Newco or any of its Affiliates (including the Company or any Group Companyof its Subsidiaries) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, receives or cause to be paid, over to Seller by wire transfer of immediately available funds utilizes any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 Refund, within ten (10) Business Days days of the actual receipt of the such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto or the filing of any Tax Return utilizing such Tax Refund (or, in the case form of a credit in lieu or offset to Taxes otherwise payable), as the case may be, (x) Newco shall promptly pay or cause its applicable Subsidiaries to pay, through payroll to each Pre-Closing Holder of Vested Options, subject to any applicable withholding, an amount equal to the product of (A) the amount of such Tax Refund net of any incremental Taxes payable by the Company or any Subsidiary as a refundresult of the receipt thereof and net of any other expenses that Newco, the Due Date for Company, or any Subsidiary or any of their Affiliates incur (or has or will incur) with respect to such Tax Refund (and related interest), and (B) such Pre-Closing Holder’s Option Pro-Rata Share over the filing sum of a Tax Return all Pre-Closing Holders’ Option Pro-Rata Shares, provided, that reflects to the actual reduction in Taxes resulting from extent any amounts under this clause (x) would be payable after the fifth (5th) anniversary of the Closing, no Pre-Closing Holder of Vested Options shall have any legally binding right to such credit). amounts and the Company shall have the sole discretion to determine whether to pay any such amounts to any Pre-Closing Holder of Vested Options and the time(s) and terms and conditions of any such payments, and (cy) The Group Companies Newco shall use commercially reasonable efforts to promptly obtain (pay or cause to be obtainedpaid to the Exchange Agent (for further delivery to each Pre-Closing Holder based on such Pre-Closing Holder’s Fully-Diluted Percentage in respect of its shares of Company Stock) the excess of (i) the amount described in the foregoing clause (x)(A), less (ii) the aggregate amount payable to Pre-Closing Holders of Vested Options pursuant to clause (x) above (disregarding any reasonably available reduction of the amount payable to Pre-Closing Holders of Vested Options resulting from the operation of the proviso to such clause). The parties hereto agree that Tax Refunds for any taxable period beginning on or before the Closing Date and ending after the Closing Date shall be allocated using the methodologies set forth in Section 8.6(c). Newco and its Affiliates shall, and shall cause the Company or any of its Subsidiaries to, promptly take all actions (including those actions reasonably requested by the Holder Representative) to file for and obtain any Tax Refund. Newco shall, upon request, permit the Holder Representative to participate in the prosecution of any proceedings relating to a Tax Refund claim and shall not settle or otherwise resolve any such proceeding without the prior written consent of the Holder Representative. Nothing in this Section 8.6(g) shall require that Newco make any payment with respect to any applicable Prerefund for a Tax (and such refunds shall be for the benefit of Newco, the Company, and its Subsidiaries) to the extent it is (i) a refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Post-Closing Tax Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) of any Straddle Period beginning after the Closing Date. ), (dii) For any refund for Tax that is reflected as a Current Asset (or offset to a Current Liability) in the Net Working Capital, as finally determined, or (iii) any refund for Tax that gives rise to a corresponding dollar-for-dollar payment obligation by the Company or any Subsidiary of the Company to any Person under applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made Law or pursuant to this Section 8.6.1 as an adjustment to purchase price a provision of a contract or other agreement entered (or assumed) by the Company (or any Subsidiary of the Company) on or prior to the maximum extent permitted by applicable LawClosing Date, but only if such payment obligation is not indemnifiable under this Agreement and was not reflected as a Current Liability (or offset to a Current Asset) in Net Working Capital, as finally determined.

Tax Refunds. From and after the Closing, the Buyer Entities (aor, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) Seller shall be entitled promptly pay, or cause the relevant Company Entity to pay, to Truist (or, at the direction of Truist, any Affiliate thereof) (i) 100% of the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to thereof) in respect of Taxes on the extent such credit Tax Returns reflected on Schedule 6.08(i) of the Company Disclosure Schedule (for the avoidance of doubt, without duplication of any refund (or credits in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodthereof) that are actually received by Buyersuch Buyer Entity or such Company Entity and paid to Truist (or any Affiliate thereof) pursuant to the Section 6.07 of the Prior Purchase Agreement), (ii) 80% of any Group Companyamount of refunds (or credits in lieu thereof) in respect of Taxes on the Tax Returns reflected on Schedule 6.08(ii) of the Company Disclosure Schedule (representing Tax Returns of Company Entities relating to, resulting from or arising out of any of their respective Affiliates, Tax period (or a consolidated, combined, unitary, or similar group of which any Group Company is a member portion thereof) beginning after the Closing, in each case, for any Pre-Prior Purchase Agreement Closing Tax Period Date and ending on the Closing Date or Date) (for the portion avoidance of doubt, without duplication of any Straddle Period ending on refund (or credits in lieu thereof) actually received such Buyer Entity or such Company Entity and paid to Truist (or any Affiliate thereof) pursuant to the Closing Date (determined in accordance with Section 8.6.46.07 of the Prior Purchase Agreement), including and (iii) any such Tax refunds resulting from any Transaction Tax Deductionsattributable to Indemnified Taxes (in each case of clauses (i) through (iii), and net of any Taxes imposed on the receipt thereof and any reasonable third-party out-of-pocket expenses incurred by the Company Entities, as the case may be, in obtaining such refund, including those incurred in connection with obtaining such Tax refunds (or credits the actions described in lieu thereofthe final proviso of this ‎Section 6.08), in each case, except to the extent such refunds were taken into account as an asset in Closing Working Capital or Income Tax refund (or credit Liability Amount; provided that, in lieu thereof) is with respect to Taxes paid the event that, as a result of a determination by a Group Company prior to Taxing Authority within the Closing Date or included in the final calculation meaning of Section 1313(a) of the Closing Statement (any such Income Tax refund or credit in lieu thereofCode, a “Tax Refund”); provided, however, refund that Seller shall not be entitled gave rise to any Tax Refund (x) required to be paid over payment by any Group the Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days ‎Section 6.08 is subsequently disallowed, Truist, upon the request of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orBuyer Entities, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain repay (or cause to be obtainedrepaid) such refund amount (plus any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return penalties, interest or other charges imposed by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposesrelevant Taxing Authority). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. 6.3.1 Intersect shall pay to the Sellers an amount equal to (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates Pre-Effective Date Tax received (including any by way of set-off, deduction and Tax credit) by the Group Company) made Companies after the Closing Date to the extent the aggregate amount of such Income Taxes Tax Refunds exceeds the aggregate amount of Tax claims in the Effective Date Financial Statements and were not included considered in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date.Purchase Price; and (b) Buyer shall promptly payTax accruals or liabilities which were established by the Group Companies in relation to any Pre-Effective Date Period in the Financial Statements and which were considered in the calculation of the Purchase Price, but which are considered as no longer required under the accounting principles applicable to the relevant Group Company provided that such Tax accruals or cause to be paid, over to Seller by wire transfer of immediately available funds any liabilities have not reduced an Indemnifiable Tax Refunds that Seller is entitled to claim pursuant to Section 6.2.2(a). 6.3.2 Any payment under this Section 8.6.1 within ten (10) Business Days 6.3 shall initially only be recognized as a reduction of any Indemnifiable Tax that would otherwise be set-off pursuant to Section 1.10 or against the actual receipt of Claim Notice Escrow Account pursuant to Section 1.16. Such reduction shall only occur after the Tax Refund giving rise to Buyer’s obligation to make a has been received (in cash payment pursuant to Section 8.6.1 with respect thereto (set-off or deduction) or, in applying generally accepted accounting standards, realized by the case of a credit in lieu of a refundrecipient. Intersect shall, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies and shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, procure that the Group Companies shall not be required to file IRS Form 4466 (or will, notify the Sellers of the receipt of any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund or the dissolution of a Tax accrual or liability relating to a Pre-Effective Date Period. 6.3.3 The Purchaser shall pay to the Sellers an amount equal to the aggregate amount of all Tax Refunds under this Section 6.3 of up to EUR 2.000.000 that have not been recognized as a credit reduction of any Indemnifiable Tax that would otherwise be set-off pursuant to Section 1.10 or against Taxes payable for a taxable period (the Intersect Escrow Account pursuant to Section 1.16 in accordance with Section 6.3.2; payment under this Section 6.3.3 is due on the Fourth Instalment Date, or portion thereof) beginning after if the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all Purchaser made any payments to Seller made the Claim Notice Escrow Account pursuant to this Section 8.6.1 1.16, on the date on which the Purchaser is obligated to fully release the amounts held in the Claim Notice Escrow Account. In no case, the total amount of (i) all Tax Refunds recognized as an adjustment a reduction of Indemnifiable Tax that would otherwise be set-off under Section 6.3.2 against the Claim Notice Escrow Account pursuant to purchase price Section 1.16. and (ii) any Indemnifiable Tax set-off against the Claim Notice Escrow Account pursuant to Section 1.16, may exceed the amount of EUR 2.000.000; any exceeding amount of Tax Refunds up to EUR 2.000.000 shall be paid to the maximum extent permitted by applicable LawSellers without undue delay.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Except to the extent such credit either reflected as an asset in lieu thereof actually reduces Taxes for a Post-the Closing Tax PeriodNet Working Capital or taken into account in Indebtedness or to the extent payable to the Stockholders (as defined in the 2016 Merger Agreement) that are actually received by Buyeror any other Person pursuant to the 2016 Merger Agreement, any Group Company, any refund of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Taxes paid by the Company is a member after the Closing, in each case, for any and its Subsidiaries with respect to Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date Periods (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred interest in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu respect thereof) that is received by or with respect to Taxes paid by Buyer, the Company or any of its Subsidiaries after Closing (including, without limitation, any refund arising with respect to a Group Company prior to the Closing Date or included in the final calculation Return set forth on Schedule 7.3 of the Closing Statement Disclosure Schedules) (any such Income Tax refund or credit in lieu thereofeach, a “Tax Refund”); provided) shall be property of Seller. Buyer shall, however, that Seller and shall not be entitled to any Tax Refund (x) required to be paid over by any Group cause the Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of and its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statementto, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly cooperate with Seller to timely obtain (all Tax Refunds. Buyer shall pay or cause to be obtained) any reasonably available Tax Refunds with respect paid to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any Seller the amount of such Tax Returns as promptly as practicable Refund, net of any Taxes of the Company or its Subsidiaries resulting from the receipt of such Tax Refund and less any reasonable costs, fees and expenses incurred by Buyer, the Company or their Subsidiaries to obtain such Tax Refund, within fifteen (15) days after actual receipt thereof. Absent the Closing Date, in each case, as finally resolved pursuant consent of Seller to the provisions of Section 8.6.2; providedcontrary, however, that the Group Companies Buyer shall not be required to file IRS Form 4466 (or seek any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as in the form of a refund of Taxes (rather than a credit against Taxes payable for a taxable period (or portion thereoffuture Taxes) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawLaw (as determined on at least more-likely-than-not basis). Notwithstanding anything to the contrary herein, in the event that any amount paid pursuant to this Section 7.3 is subsequently determined by any Governmental Authority, in a final determination, to be less than the amount paid to Seller pursuant to this Section 7.3, Seller shall promptly return any disallowed amount (plus any interest or penalties in respect of such disallowed amount owed to any Governmental Authority) to Buyer. Notwithstanding the foregoing, nothing in this Section 7.3 shall require that Buyer, the Company or any of its Subsidiaries make any payment with respect to any Tax Refund (and such refund shall be for the benefit of Buyer) that (i) is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit generated in a taxable period beginning after the Closing Date or (ii) gives rise to a payment obligation by Buyer, the Company or any of their Affiliates to any Person (other than Seller) under applicable Law or pursuant to a provision of a Contract or other agreement entered into by the Company or its Subsidiaries prior to the Closing Date.

Tax Refunds. (ai) Seller Subject to Section 5.11(h)(iii), all refunds of Taxes (other than refunds of Transfer Taxes, which shall be entitled to allocated in the amount same manner as Transfer Taxes are allocated under Section 5.11(a)) of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date (or the portion of any a Straddle Period ending on the Closing Date (as determined in accordance with the same principles provided for in Section 8.6.45.11(c)) (whether in the form of cash received from the applicable Governmental Entity or a direct credit against Taxes otherwise payable for any Tax period (or portion of a Straddle Period) beginning on or after the Closing Date) shall be for the benefit of the Transferors. (ii) To the extent HSE, HST or any Company receives a refund that is for the benefit of the Transferors, HSE shall pay to OWL the amount of such refund (without interest other than interest received from the Governmental Entity), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes (assuming HSE and its Affiliates are subject to individual income Tax rates) and any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds that HSE, HST or any Company or any of their Affiliates incur (or credits in lieu thereof), in each case, to the extent such Tax refund (has or credit in lieu thereofwill incur) is with respect to Taxes paid by a Group Company prior such refund (and related interest). The net amount due to the Closing Date or included in the final calculation of the Closing Statement Transferors shall be payable fifteen (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x15) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made days after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto refund from the applicable Governmental Entity (or, if the refund is in the case form of a credit in lieu of a refunddirect credit, fifteen (15) days after filing the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from claiming such credit). (ciii) The Group Companies Nothing in this Section 5.11(h) shall use commercially reasonable efforts require HSE to promptly obtain (or cause to be obtained) make any reasonably available Tax Refunds payment with respect to any refund for a Tax (and such refunds shall be for the benefit of HSE or the applicable Pre-Company) that is with respect to (A) any refund of Tax resulting from the payments of Taxes by HSE or any Company made on or after Closing Period Income Date to the extent Transferors have not indemnified HSE or each Company for such Taxes or (B) any refund for Tax Return by filing, that is reflected as a current asset (or causing offset to file, any such Tax Returns as promptly as practicable after a current liability) in the Closing Date, in each casecomputation of Final Net Working Capital, as finally resolved determined, or (C) to the extent that such refund gives rise to a payment obligation by any Company to any Person (other than an Affiliate) under applicable law or pursuant to the provisions a provision of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 a Contract or other agreement entered (or assumed) by any comparable form for state Company on or local Tax purposes). The Group Companies shall not elect prior to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount Any refunds of Taxes of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes Acquired Company for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on that are received (or, in the Closing Date or the portion case of any Straddle Period, that would have been received if the Straddle Period ending ended on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation end of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (xDate) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after including, following the Closing Date to Closing, for the extent such Income Taxes were not included in the final calculation avoidance of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refunddoubt, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (cAcquired Companies) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, and any amounts credited against any Tax in lieu thereof to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, in each case, except to the extent taken into account to reduce the Income Tax Liability Accrual or as a Current Liability in Net Working Capital, each as finally resolved determined pursuant to Section 2.5, or attributable to the provisions carryback of Section 8.6.2; providedany attribute generated in a Post-Closing Tax Period, howevershall be for the account of Seller, that and Buyer shall pay over to Seller, as additional consideration for the Group Companies shall not be required to file IRS Form 4466 Shares, the amount of such Tax refund or the amount of any such Tax credit, reduced by any reasonable third-party costs or expenses (including Income Tax) incurred by Buyer or any comparable form of its Affiliates (including, following the Closing, for state the avoidance of doubt, the Acquired Companies) in connection with the receipt or local application thereof, within twenty (20) days after receipt or application thereof. Buyer shall claim any overpayment of Taxes on the Acquired Companies’ Income Tax purposes). The Group Companies shall not elect to apply any applicable Returns for Pre-Closing Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price Periods to the maximum extent permitted by Law and at Seller’s reasonable written request until thirty (30) days following the last due date (taking into account any applicable Lawextensions) of any such Tax Return, Buyer 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 from any Pre-Closing Tax Period. In the event that any such refund or credit is later disallowed by a Governmental Authority, Seller shall reimburse Buyer for the amount paid to Seller with respect to such refund or credit pursuant to this Section 7.6(b) within twenty (20) days after written notice to Seller of such disallowance.

Tax Refunds. (ai) Seller Subject to Section 5.11(h)(iii), all refunds of Taxes (other than refunds of Transfer Taxes, which shall be entitled to allocated in the amount same manner as Transfer Taxes are allocated under Section 5.11(a)) of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date (or the portion of any a Straddle Period ending on the Closing Date (as determined in accordance with the same principles provided for in Section 8.6.45.11 (c)) (whether in the form of cash received from the applicable Governmental Entity or a direct credit against Taxes otherwise payable for any Tax period (or portion of a Straddle Period) beginning on or after the Closing Date) shall be for the benefit of the Transferor. (ii) To the extent HSE or the Company receives a refund that is for the benefit of Transferor, HSE shall pay to Transferor the amount of such refund (without interest other than interest received from the Governmental Entity), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes (assuming HSE and its Affiliates are subject to individual income Tax rates) and any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds that HSE or the Company or any of their Affiliates incur (or credits in lieu thereof), in each case, has or will incur) with respect to the extent such Tax refund (and related interest). The net amount due to Transferor shall be payable fifteen (15) days after receipt of the refund from the applicable Governmental Entity (or, if the refund is in the form of direct credit, fifteen (15) days after filing the Tax Return claiming such credit). (iii) Nothing in this Section 5.11(h) shall require HSE to make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of HSE or credit in lieu thereofthe Company) that is with respect to (A) any refund of Tax resulting from the payments of Taxes paid by a Group HSE or the Company prior made on or after Closing Date to the Closing Date extent Transferor has not indemnified HSE or included the Company for such Taxes or (B) any refund for Tax that is reflected as a current asset (or offset to a current liability) in the final calculation computation of Final Net Working Capital, as finally determined, or (C) to the Closing Statement (any extent that such Income Tax refund or credit in lieu thereof, gives rise to a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over payment obligation by any Group the Company (or any Affiliate thereof) to any Person (other than an Affiliate) under applicable law or pursuant to a provision of a Contract or other agreement entered (other than this Agreementor assumed) to which such Person was a party by the Company on or prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (biv) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.[Intentionally Blank]

Tax Refunds. (a) Seller After the Closing Date, excluding any Buyer Tax Refunds, Sellers shall be entitled to the amount of any Income all Tax refunds (or any Tax credits received in lieu thereof Overpayment Credits) with respect to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for with respect to any Pre-Closing Tax Period ending on but only to the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining extent such Tax refunds (or credits in lieu thereof)Overpayment Credits) (1) are received (or, in each casethe case of Overpayment Credits, utilized) by the Company, Buyer or their respective Affiliates, and (2) are attributable to (A) Taxes paid by or on behalf of the Company on or prior to the Closing Date, (B) Taxes to the extent included in the calculation of Indebtedness or Working Capital, or (C) Taxes paid for or indemnified by the Sellers under this Agreement. The Company or Buyer shall pay to the Sellers’ Representative on behalf of the Sellers any such Tax refund promptly (but in all cases within fifteen (15) business days) after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within fifteen (15) Business Days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable); provided that, any such payments to the Sellers’ Representative on behalf of the Sellers shall be reduced by any Taxes (including withholding Taxes) and costs and expenses attributable to the receipt or delivery of such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to application of Overpayment Credits). To the Closing Date or included in the final calculation of the Closing Statement (extent any such Income Tax refund or credit Overpayment Credit that results in lieu thereofa payment to Sellers’ Representative on behalf of Sellers under this Section 8.2(e) is subsequently disallowed, a “Tax Refund”); provided, however, that Seller the Sellers jointly and severally shall not be entitled repay such amount to any Tax Refund (x) required to be paid over by any Group Company Buyer (or any Affiliate thereofits designee) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual after receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 request therefor together with respect thereto (orany interest, in the case of a credit in lieu of a refundpenalties, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to other additional amounts properly imposed by any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes)Governmental Authority. The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all Any payments to Seller made Sellers’ Representative pursuant to this Section 8.6.1 8.2(e) will be treated as an adjustment to purchase price to the maximum extent permitted Purchase Price for Tax purposes, unless otherwise required by applicable Tax Law.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Except to the extent such credit (i) any Tax refund is reflected as an asset in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date Net Working Capital or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent ii) such Tax refund (or credit in lieu thereof) is with respect relates to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a any Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. , the Representative (don behalf of the Sellers) For applicable shall be entitled to (A) any Tax purposesrefunds that are actually received by the Buyer or the Company, Buyerany Subsidiary of the Company, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price or any Blocker (including any Tax refunds attributable to the maximum extent carryback of items under Section 11G), and (B) any amounts credited against Tax to which the Buyer or the Company, any Subsidiary of the Company, or any Blocker become entitled in a Tax period ending after the Closing Date, in each case, that relate to a Pre-Closing Tax Period of the Company, any Subsidiary of the Company or any Blocker. The Buyer shall pay over to the Representative (on behalf of the Sellers) any such refund within twenty (20) days after the actual receipt of such Tax refund or within twenty (20) days of filing of the Tax Return reflecting such credit. Buyer and Sellers shall request a refund (rather than a credit against future Taxes) with respect to all Pre-Closing Tax Periods if permitted by applicable Law. To the extent that Buyer has paid a Tax refund to the Representative, and all or a portion of such Tax refund has subsequently been determined to be due and owing to a Governmental Entity, without duplication for any indemnification payments by any Seller hereunder related to such Tax refund, the Sellers shall return to Buyer such amounts of such Tax refund which have been determined to be due and owing to such Governmental Entity.

Tax Refunds. (a) Seller shall be entitled Subject to the amount provisions of any Income Tax this Section 13(c), all refunds (of Taxes of a Company or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for Subsidiary of a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or for the portion of any a Straddle Period ending on before the Closing Date (determined whether in accordance with Section 8.6.4the form of cash received from the applicable Governmental Authority or a direct credit against Taxes that are not Indemnified Taxes) shall be for the benefit of Seller. To the extent that Purchaser, a Company, or any Subsidiary of a Company receives a refund that is for the benefit of Seller, Purchaser will pay to Seller the amount of any such refund (without interest other than interest received from the Governmental Authority), net of (i) any Taxes (including any such Tax refunds resulting from any Transaction Tax Deductions, and net Taxes that would be imposed on a distribution of any Taxes portion of such refund to Purchaser); and (ii) any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds that Purchaser, a Company, any Subsidiary of a Company or any of their Affiliates incur (or credits in lieu thereof), in each case, has or will incur) with respect to the extent such Tax refund (or credit and related interest). The net amount due to Seller shall be payable ten (10) days after receipt of the refund from the applicable Governmental Authority (or, if the refund is in lieu thereofthe form of direct credit, ten (10) days after filing the Tax Return claiming such credit). Nothing in this Section 13(c) shall require that Purchaser make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Purchaser, the Company, and any Subsidiaries of the Company) that is with respect to Taxes paid by a Group Company prior to (A) any refund of Tax that is the Closing Date or included in the final calculation result of the carrying back of any Tax attribute or Tax credit incurred in a Post-Closing Statement Tax Period (or portion of any such Income Tax refund or credit in lieu thereof, a “Tax Refund”Straddle Period beginning after the Proration Time); provided, however, that Seller shall not be entitled to (B) any refund of Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were Seller have not included in indemnified Purchaser, the final calculation Company, or the applicable Subsidiary of the Closing Statement, and Company for such Taxes; (zC) resulting from any refund for any Tax to the extent previously reflected as a carryback positive adjustment to the Purchase Price on the Final Settlement or otherwise; or (D) any refund for Tax that gives rise to a payment obligation by the Company or any Subsidiary of the Company to any Person under applicable Law or pursuant to a provision of a Tax attribute from contract or other agreement entered (or assumed) by the Company (or any period ending after Subsidiary of the Company) on or prior to the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller Any Tax refunds that are received by any Company Group member and any amounts credited against Tax to which a Company Group member becomes entitled that relate to any Taxes for which the Sellers are liable pursuant to Section 6.01(a), shall be entitled to for the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation account of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing DateSellers. (b) Subject to Section 6.06(d), any other Tax refunds and any other amount credited against Tax to which Buyer or the Sellers or any of their respective Affiliates become entitled or that relates to Taxes for which Buyer is liable pursuant to Section 6.01(a) shall promptly paybe for the account of Buyer and the Company Group. 107 (c) Subject to Section 6.06(d), or cause each Party shall pay over to the other Party any cash refund required to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to paid pursuant to this Section 8.6.1 6.06 within ten (10) Business Days of days after the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (thereof or, in the case of Tax savings realized by a Party pursuant to this Section 6.06, at the time the Tax Return to which such credit in lieu of a refund, relates is filed by the Due Date Party responsible for the filing of a such Tax Return that reflects the actual reduction in Taxes resulting from such credit)Return. (cd) Notwithstanding anything to the contrary contained in this Section 6.06, the amount of any cash Tax refunds that are actually received by Buyer or any member of the Company Group (net of any costs, including Taxes, incurred by Buyer or such member of the Company Group in connection with the receipt thereof) that directly result from a final resolution of the items set forth on Section 6.06(d) of the Sellers Disclosure Schedules (which may be amended after the date hereof and until the Closing Date by the Sellers to add additional items, but only to the extent that such items are the subject of an administrative or judicial proceeding initiated prior to the Closing Date) shall be for the account of the Sellers, but only to the extent that such amount of cash Tax refunds were not reserved for or reflected in the Financial Statements. Buyer shall pay to the Sellers any such amounts within ten (10) days after receipt thereof. The Sellers, at their sole cost and expense, shall have the right to represent the interests of the members of the Company Group Companies with respect to such items, and the Sellers shall control any proceedings related to such items, in each case, consistent with and subject to the obligations and limitations set forth in Sections 6.02(a) and Section 6.05(b) herein. Buyer shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant deliver to the provisions of Section 8.6.2; provided, however, that Sellers any information or communication relating to such items received by Buyer from the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local relevant Brazilian Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing DateAuthorities. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Any Tax refunds refund (or any Tax credits received credit for overpayment of Taxes in lieu thereof to of a refund) of the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, Company and/or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, its Subsidiaries for any Pre-Closing Tax Period ending on (including any refund or credit attributable to the excess of any estimated Taxes paid with respect to any Pre-Closing Date Tax Period over actual Tax liabilities) will be for the account of Sellers. Any refund (or credit for overpayment of Taxes in lieu of a refund) of Taxes of the portion of Company and its Subsidiaries for any Straddle Period ending will be economically apportioned between Sellers and Buyer based on the Closing Date principles of Section 8.2(b). Buyer shall pay to the Sellers’ Representative (determined for the benefit of Sellers, in accordance with Sellers’ applicable percentages) the amount of any Tax refund (or credit for overpayment of Taxes in lieu of a refund) to which Sellers are entitled pursuant to this Section 8.6.4)8.2(c) within fifteen (15) days after the earlier of the receipt thereof, including any the entitlement thereto, or the application of such amount against another Tax refunds resulting from any Transaction Tax Deductionsliability, and in each case, net of any Taxes and reasonable out-of-pocket expenses incurred by Buyer in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereofcredit) is with respect to Taxes paid by a Group Company prior to the Closing Date and excluding any refund (or included credit) taken into account in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereofFinal Purchase Price. At Sellers’ Representative’s request and at Sellers’ expense, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (prepare, or cause to be obtained) prepared, and file, or cause to be filed, any reasonably available claim for refund or credit, amended Tax Refunds with respect to any applicable Pre-Closing Period Income Return, or other Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 obtain any Tax refund (or any comparable form for state or local Tax purposes). The Group Companies shall not elect credit) to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made which Sellers are entitled pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law8.2(c).

Tax Refunds. The Buyer and the Company shall (aand shall cause the other Target Companies to) Seller shall be entitled file such amendments to Tax Returns and make such claims for refunds, for Pre-Closing Tax Periods as the amount Sellers’ Representative may from time-to-time request, at the cost and expense of any Income the Sellers (in accordance with their respective Pro Rata Shares). Any Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodand interest thereon) that are actually received by Buyerthe Buyer or the Target Companies, and any Group Companycredits that actually reduce the Target Companies’ cash Tax liability, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for that relate to any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereofeach, a “Tax Refund”); provided) shall be for the account of the Sellers and shall be paid as provided below in this Section 11.06. To the extent an accrual or reserve for a Tax included in Net Book Value (as finally determined pursuant to Section 2.05) exceeds the amount of Taxes actually paid with respect to such item, however, that Seller the excess shall not be entitled to any treated as a Tax Refund for the benefit of the Sellers under this Section 11.06. Within ten (x10) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision days of a Contract (other than this Agreement) to the date on which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of Target Company receives a Tax attribute from any period ending after Refund, the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over such Tax Refund to Seller by wire transfer the Sellers’ Representative (for further payment to the Sellers as provided below). Promptly, and in any event within two (2) Business Days, subject to Section 13.02, after receipt of immediately available funds any Tax Refunds that Refund, the Sellers’ Representative shall pay each Seller is entitled an amount equal to pursuant to this Section 8.6.1 within ten (10) Business Days the product of such Seller’s Pro Rata Share and the actual receipt amount of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2Refund; provided, however, that in the Group Companies shall not be event any Target Company is required to file IRS Form 4466 (or withhold any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable portion of the Tax Refund as a credit against Taxes under applicable Law in connection with the sale of the options, the Sellers’ Representative will withhold such amount from the portion of the Tax Refund otherwise payable for a taxable period (or portion thereof) beginning after to the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each Sellers in respect of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price options and pay the same to the maximum extent permitted applicable Target Company, which shall in turn remit such amount to the appropriate Governmental Authorities as required by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount Any refunds of any Income Taxes or credits against Tax in lieu of refunds (or including any Tax credits received interest in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodrespect thereof) that are actually received by BuyerParent, any Group the Company, the Surviving Corporation or any of their respective Affiliates, or (including by way of any amended Tax Return), with respect to any Acquired Company for a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on shall be for the Closing Date or benefit of the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4)Equityholders, including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, except to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision arises as the result of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute loss or other tax benefit from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. Date or such refund or credit was reflected in the calculation of Closing Working Capital, net of all reasonable out of pocket costs and expenses and, except with respect to any such refund or credit attributable to MBP Payments deducted on a Tax Return for a Pre-Closing Tax Period, any Tax costs of Parent or its Affiliates (dprovided, that the reduction of a Tax attribute described in Section 10.03(g)(A) For or (B) shall not be considered such a Tax cost) imposed on or with respect to the receipt or payment of such refund or credit. Parent shall pay to the Payment Agent (for further distribution to the Equityholders) any amount to which the Equityholders are entitled pursuant to the preceding sentence within five (5) Business Days after receipt to be distributed among the Equityholders by the Payment Agent in accordance with each Equityholder’s Pro Rata Share of such refund or credit; provided, that with respect to any amounts distributed to a Company Optionholder, Parent shall cooperate in processing such payment. Parent, the Company, the Surviving Corporation and their Affiliates shall, if the Equityholder Representative so requests, cause the Company, the Surviving Corporation or any of its Subsidiaries, at the expense of the Equityholders, to use commercially reasonable efforts to obtain any Tax refund or credit to which the Company Stockholders would be entitled under this Section 7.07. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax purposesauthority, Buyerthe Equityholders shall promptly repay the amount of such refund or credit, Seller and each of their respective Affiliates shall treat all payments together with any interest, penalties or other additional amounts imposed by such Tax authority, to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawParent.

Tax Refunds. All refunds of Taxes of the Company (ai) Seller shall be entitled paid prior to the amount of any Income Closing, (ii) included in the Divestiture Tax refunds Adjustment and, without duplication, Net Working Capital (or any Tax credits received in lieu thereof each as finally determined pursuant to the extent such credit in lieu thereof actually reduces Taxes Section 1.4), (iii) for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliateswhich Buyer is reimbursed pursuant to Section 6.9(b)(i), or a consolidated(iv) indemnified pursuant to Section 10.1, combined, unitary, or similar group of which any Group Company is a member after the Closingrefunds, in each case, are obtained by Buyer and its Affiliates at the written request of the Stockholder Representative pursuant to this Section 6.9(d) (whether in the form of cash received or a credit or offset against current Taxes otherwise payable by Buyer and its Affiliates), to the extent not included as a reduction in the amount of the Divestiture Tax Adjustment or Net Working Capital (as finally determined) pursuant to Section 6.9(c)(i)(F), shall (along with any interest received with respect to such refund from the applicable Governmental Entity) be the property of Sellers. To the extent that Buyer or the Company receives a refund that is the property of Sellers, Buyer shall pay the amount of such refund (and related interest) to the Stockholder Representative for distribution to Sellers as provided in Section 1.5. The amount due to the Stockholder Representative with respect to a refund shall be paid by wire in immediately available funds within ten (10) days after the receipt of the refund from the applicable Governmental Entity (or, if the refund is in the form of a credit or offset, within ten (10) days after the due date of the Tax Return claiming such credit or offset). If Buyer is required to repay any Tax refund to the applicable Governmental Entity, Sellers shall, upon the written request of Buyer, repay to Buyer any Tax refund amount paid over pursuant to this Section 6.9(d) plus any penalties, interest or other charges imposed by the relevant Governmental Entity. Buyer shall, and shall cause its Affiliates, to take all commercially reasonable actions requested in writing by the Stockholder Representative, the reasonable costs and expenses of which shall be borne by the Sellers, to timely claim any refunds of Taxes of the Company for any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date or Date). To the extent that the parties need to determine the amount of refunds for Taxes of the Company for a portion of a Straddle Period ending on the Closing Date, such refunds shall equal the amount by which (i) the Taxes payable for the portion of any the Straddle Period ending on the Closing Date (as determined in accordance consistent with Section 8.6.46.9(c)(ii), including ) (without regard to any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, payments made prior to the extent such Tax refund Closing Date) are less than (ii) the amount of payments (whether in form of cash or credit in lieu thereofother credit) is with respect to Taxes paid by a Group that were made by, or on behalf of, the Company on or prior to the Closing Date or included in the final calculation (without duplication of any amounts that were reflected as a reduction of the Closing Statement Divestiture Tax Adjustment or a decrease in Current Liabilities for Taxes or an increase in Current Assets for Taxes (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (xas finally determined) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in 6.9(c)(i)(F)). To the case extent that the parties need to determine the amount of a credit in lieu refunds for Taxes of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant Company attributable to the provisions of Section 8.6.2; providedRegulatory Divestitures, howeverexcept in cases where all such Taxes are Indemnified Divestiture Taxes, that such refunds will be apportioned between the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after Sellers, on the Closing Date. (d) For applicable Tax purposesone hand, and the Buyer, Seller and each on the other hand, based on the relative proportion of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted such Taxes borne by applicable Laweach.

Tax Refunds. (a) The Seller shall be entitled to Share of the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to of Taxes of the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, and its Subsidiaries for any Pre-Closing Tax Effective Time Period ending on received by Purchaser, the Closing Date Company, or its Subsidiaries shall be for the portion account of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4)Seller, including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, except to the extent any such Tax refund (or credit in lieu thereofrefund(a) is with respect to Taxes paid by was included as a Group Company prior to the Closing Date or included Working Capital Asset in the final calculation determination of Effective Time Working Capital, (b) results from the Closing Statement (carryback of any such Income net operating loss, credit, or other Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to attribute from any Tax Refund (x) required to be paid over by any Group Company period (or any Affiliate portion thereof) to beginning after the Effective Time, or (c) is of Seller Taxes that are paid by Purchaser, any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to its Affiliates, the ClosingCompany, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made Subsidiaries after the Closing Date that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). The amount of any refunds of Taxes of the Company and its Subsidiaries for any Tax period beginning after the Effective Time shall be for the account of Purchaser. The Seller Share of the amount of any refunds of Taxes of the Company and its Subsidiaries for any Straddle Period shall be equitably apportioned between Purchaser and Seller in accordance with the principles set forth in Section 10.3, except that no such refund shall be apportioned to Seller to the extent any such Income Taxes were not refund (i) was included as a Working Capital Asset in the final calculation determination of Effective Time Working Capital, (ii) results from the Closing Statement, and (z) resulting from a carryback of a any net operating loss, credit, or other Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. , or (diii) For applicable is of Seller Taxes that are paid by Purchaser, any of its Affiliates, the Company, or any of its Subsidiaries after the Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive a refund of Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to 10.6 the maximum extent permitted amount of such refund within thirty (30) days after such refund is received, net of any reasonable third-party costs or expenses incurred by applicable Lawsuch party or its Affiliates in procuring such refund.

Tax Refunds. (ai) Seller shall be entitled to the amount of any Income Tax refunds Any refund (or any Tax credits credit against or offset of Taxes received in lieu thereof to of an actual refund) of Taxes (including any interest thereon received from a Governmental Body) of the extent such credit in lieu thereof actually reduces Taxes Subject Companies for a Post-Closing Tax PeriodPeriod shall be the property of the Subject Companies, as applicable, and shall be retained by the Subject Companies, as applicable (or promptly paid (net of Taxes and any other costs and expenses) that are actually by the Parent to the applicable Subject Company, if any such refund (or interest thereon) is received by Buyer, the Parent or any Group Company, Subsidiary or Affiliate of the Parent). (ii) Any refund (or overpayment of or credit against or offset of Taxes received or utilized by the Subject Companies or the Purchaser (or any of their respective its Affiliates) or made available to any of them by any Taxing Authority, in lieu of an actual refund) of Taxes (including any interest thereon received from a Governmental Body) of the Subject Companies for a Pre-Closing Period shall be the property of the Parent, but only if and to the extent that (x) the relevant Tax was paid by the Subject Companies (or the Parent or any of its Affiliates) before the Closing Date or was paid by the Parent (including as a consolidatedresult of any indemnification payment made to the Purchaser Indemnified Parties under this Agreement), combinedand (y) the refund is not attributable to any losses, unitary, credits or similar group of which any Group Company is a member other attributes that arise after the ClosingClosing Date; and, if received or utilized by or made available (as described above) to the Purchaser (or any of its Affiliates) or any of the Subject Companies after the Closing shall be promptly paid (net of Taxes and any other costs and expenses) by such party to the Parent. Except as set forth in the last sentence of Section 12.2(b)(iv), the Purchaser shall determine, in its reasonable discretion, whether to file any claim for refund by any Subject Company; provided that the Purchaser shall, in any event, continue to be obligated to promptly pay to the Parent the amount of any overpayment of, credit against or offset to Taxes received, utilized or made available (as described above) to the Subject Companies or the Purchaser (or any of its Affiliates) in lieu of an actual refund, in each case, for any case to the extent attributable to a Pre-Closing Tax Period ending Period. (iii) In applying Section 12.2(g)(i) and (ii), any refund of Taxes (including any interest thereon) for a Taxable period that includes but does not end on the Closing Date or shall be allocated between the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after and the Post-Closing Date, Period in each case, as finally resolved pursuant to accordance with the provisions principles of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes12.2(a). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. After the Closing Date, except to the extent (a) Seller shall be entitled included as an asset in Working Capital as finally determined hereunder or (b) attributable to the amount carryback of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for loss from a Post-Closing Tax Period to a Pre-Closing Tax Period) that are actually received by Buyer, Blocker Seller and the Unitholders shall be entitled to all Tax refunds (including any Group CompanyTax refunds resulting from the carryback of net operating losses, any of their respective Affiliates, capital loss or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any other tax attribute from one Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable another Pre-Closing Period Income Tax Return by filingPeriod, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law, including the CARES Act) (and Overpayment Credits) received by Buyer or any of its Affiliates, the Company (including, for the avoidance of doubt, the Surviving Company) or any of its Subsidiaries or Blocker for any Pre-Closing Tax Period; provided that, any such amounts with respect to the Blocker shall be for the sole benefit of Blocker Seller. Buyer (or any of its Affiliates, including Blocker or the Surviving Company) will pay over to the Representative (for further distribution to Blocker Seller and the Unitholders, as applicable) any such Tax refund promptly (but in all cases within five Business Days) after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within five Business Days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable). Buyer shall, and shall cause the Surviving Company, to elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions and any pre-closing losses generally to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures) and, for the avoidance of doubt, neither Parent nor Buyer shall, and each of them shall not allow the Surviving Company, its Subsidiaries, or the Blocker, to make any election to waive the carryback of any net operating loss under Section 172(b)(3) of the Code (or any similar state, local, or non-U.S. Law) or other Tax attribute or Tax credit incurred or realized in a Pre-Closing Tax Period by the Company (including pursuant to Section 2303 of the CARES Act). To the extent permitted by applicable Law, Buyer (or any of its Affiliates, including Blocker or the Surviving Company) shall request a refund (rather than a credit in lieu of a refund) with respect to all Pre-Closing Tax Periods. If requested by the Representative, Buyer shall cause the Surviving Company, any Subsidiaries thereof, or Blocker to amend any Tax Returns for any Pre-Closing Tax Period to conform to the provisions of the CARES Act that apply to years ending on or prior to January 1, 2020, to the extent such amendment is reasonably expected to result in a refund that is for the benefit of Blocker Seller or the Unitholders under Section 9.06.

Tax Refunds. (a) Seller Any Tax refunds received from a Tax Authority for any Tax Period ending on or before the Closing Date shall be entitled to for the amount account of any Income Tax refunds (and paid to) the Seller. To the extent that a credit (or any set-off) for Taxes paid for a Tax credits received in lieu thereof to Period ending on or before the extent such credit in lieu thereof Closing Date is actually reduces Taxes credited (or set-off) against a Tax otherwise due by a member of the Company Group for a Post-Closing Tax Period, the amount of such credit shall be for the account of (and paid to) that are actually received by Buyer, the Seller. Any refunds or credits (or set-offs) for Taxes paid of any member of the Company Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Straddle Period shall be apportioned between the Seller and the Buyer in accordance with the principles set forth in Section 2 and this Section 3(a) (and the amount (if any) apportioned to the Pre-Closing Tax Period ending on shall be for the Closing Date or account of (and paid to) the portion of any Straddle Period ending on the Closing Date Seller). If (determined i) a Tax liability arises that is described in accordance with Section 8.6.41(a)(i), including any (ii) such Tax refunds resulting liability is in the nature of a withholding tax that was required to have been withheld from any Transaction Tax Deductionsa payment made by a member of the Company Group, (iii) the Seller pays the Buyer an amount equal to such liability, and net (iv) the payment of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, withholding tax gives rise to the extent such Tax refund (or a credit in lieu thereof) is with respect to of Taxes paid that actually reduces or eliminates an actual Tax liability otherwise due by a Group Company prior to the Closing Date or included in the final calculation member of the Closing Statement (any such Income Tax refund or credit Company Group in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision respect of a Contract Post-Closing Tax Period (other than this Agreementa Tax liability for which the Seller would be responsible under Section 1(a)) to or in respect of which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation member of the Company Group receives a refund in a Post-Closing StatementTax Period, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days amount of the actual receipt Tax liability that is reduced or eliminated or the amount of the Tax Refund giving rise to Buyer’s obligation to make refund, as the case may be, shall be for the account of (and paid to) the Seller. Without duplication of any other amounts payable hereunder, if the Seller makes a payment pursuant to Section 8.6.1 with respect thereto 1(a)(ii) and the amount of the underlying Tax that gave rise to the payment is subsequently refunded (or, in the case of or gives rise to a credit in lieu (or set-off) for Taxes paid that is actually credited (or set-off) against a Tax otherwise due by a member of the Company Group for a refundPost-Closing Tax Period), the Due Date amount of such refund or credit (or set-off) shall be for the filing account of a Tax Return (and paid to) the Seller. To the extent that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain any refund or any credit (or cause set-off) of Taxes paid that gives rise to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant a payment to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment 3(a) (or the underlying item or claim that gave rise to purchase price such a refund or credit (or set-off) of Taxes paid) is subsequently disallowed by any Tax Authority, the amount of such refund or credit (or set-off) of Taxes paid shall be repaid to the maximum extent permitted Buyer (and the Seller shall indemnify and hold harmless the Buyer, each member of the Company Group and their respective Affiliates in respect of such repayment). Notwithstanding any other provision of this Section 3(a), the amount of any payment required to be made to the Seller under this Section 3(a) shall be net of any Taxes (or other reasonable costs) incurred by applicable Lawor imposed on the Buyer, any member of the Company Group or their Affiliates in connection with the item or events giving rise to such payment.

Tax Refunds. (a) Seller shall be entitled to After the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Closing Date, except to the extent such credit (i) included as an asset in lieu thereof actually reduces Taxes for Working Capital as finally determined hereunder, (ii) included as a refund or overpayment in the calculation of the Pre-Closing Income Tax Amount as finally determined hereunder, or (iii) attributable to the carryback of any loss from a Post-Closing Tax Period to a Pre-Closing Tax Period) that are actually received , the Blocker Seller and the Designated Unitholders shall be entitled to all Tax refunds and interest payable by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is Governmental Authority with respect to a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction the carryback of net operating loss, capital loss or other tax attribute from one Pre-Closing Tax DeductionsPeriod to another Pre-Closing Tax Period, to the maximum extent permitted by applicable Law, including pursuant to the CARES Act, and net any refunds of employee retention credits under the CARES Act) (and Overpayment Credits) actually realized during the Covered Period by Buyer or any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds of its Affiliates, the Company (including the Surviving Company) or credits in lieu thereof), any of its Subsidiaries or Blocker in each case, to the extent such Tax refund (or credit in lieu thereof) Overpayment Credit is attributable to Blocker, the Company or any of the Company’s Subsidiaries with respect to Taxes paid by a Group Company prior any Pre-Closing Tax Period; provided that any such amounts with respect to Blocker shall be for the Closing Date or included in the final calculation sole benefit of the Closing Statement (Blocker Seller. During the Covered Period, Buyer shall cause Blocker and the Surviving Company and its Subsidiaries to use commercially reasonable efforts to diligently pursue any such Income Tax refund or credit claims in lieu thereof, a “order to legally maximize and obtain such Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund refunds and Overpayment Credits. Buyer (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (Affiliates, including any Group Blocker or the Surviving Company) made after the Closing Date will pay over to the extent Representative (for further distribution to the Blocker Seller and the Designated Unitholders, as applicable) any such Income Taxes were not included Tax refund paid in cash or cash equivalents during the final calculation of Covered Period (together with interest received from the Closing Statement, and applicable Governmental Authority) promptly (zbut in all cases within five Business Days) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto refund (or, in the case of any Overpayment Credits, promptly (but in all cases within five Business Days) upon filing the applicable Tax Return where such Overpayment Credit is used to actually reduce cash Taxes otherwise payable). (b) Buyer shall, and shall cause the Surviving Company to, elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions and any pre-Closing losses generally to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures) and Buyer shall not, and shall cause the Surviving Company, its Subsidiaries and Blocker not to, make any election to waive the carryback of any net operating loss under Section 172(b)(3) of the Code (or any similar provision of state, local or non-U.S. Law) or other Tax attribute or Tax credit incurred or realized in a Pre-Closing Tax Period by the Company or any of its Subsidiaries or Blocker (including pursuant to Section 2303 of the CARES Act). To the extent permitted by applicable Law, Buyer (or any of its Affiliates, including Blocker or the Surviving Company) shall request a refund (rather than a credit in lieu of a refund) with respect to all Pre-Closing Tax Periods. Without limiting the foregoing, if reasonably requested by the Due Date for Representative after the filing Closing, Buyer shall, at the Representative’s expense, cause the Company and its Subsidiaries to file applicable Tax Returns (including amended Tax Returns) and other applicable documentation to claim any credit available, as reasonably determined by the Buyer, under Section 2301 of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds CARES Act with respect to any applicable Pre-Closing Tax Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after which the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Blocker Seller and each of their respective Affiliates shall treat all payments to Seller made the Designated Unitholders would be entitled pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law9.05.

Tax Refunds. (a) Seller The Company Equityholders shall be entitled to any Tax refunds or credits that are received by Holdings, Parent, the Surviving Corporation, or any of their Affiliates attributable to Taxes paid by the Company prior to the Closing Date, including, for the avoidance of doubt, with respect to any estimated Taxes paid by the Company prior to Closing. Holdings and Parent shall pay or cause to be paid over to (i) the Payment Administrator, for further payment to the Company Shareholders, each Company Shareholder’s Fully-Diluted Pro Rata Share of any such refund or the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any less the amount of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the employer portion of any Straddle Period ending Taxes payable on account of the Closing Date payments to the Company Optionholders pursuant to subsection (determined in accordance ii) of this sentence; and (ii) the Surviving Corporation, the balance of such credit or refund for payment to the Company Optionholders (and payment of Taxes with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereofrespect thereto), in each case, to the extent case within 30 days after actual receipt of such Tax refund (or credit in lieu thereofof such refund) is with respect to Taxes paid by a Group Company prior to or actual realization of such credit against Taxes. Following the Closing Date or included in the final calculation Surviving Corporation’s receipt of the Closing Statement (any such Income Tax refund or credit in lieu thereofcredit, a “Tax Refund”); provided, however, that Seller the Surviving Corporation shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, pay or cause to be paid, over paid through its payroll system to Seller by wire transfer of immediately available funds any Tax Refunds each Company Optionholder that Seller is entitled has timely returned a Stock Option Cancellation Agreement to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment Company pursuant to Section 8.6.1 with respect thereto 2.10(b)(v), (orA) that Company Optionholder’s Fully-Diluted Pro Rata Share of the refund or credit, in less (B) that portion of the case of refund or credit otherwise payable to such Company Optionholder that is required to be withheld from such Company Optionholder under applicable Tax withholding laws. Neither Holdings nor Parent shall request a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds refund with respect to any applicable Pre-Closing Period Income Tax Return Periods. Further, notwithstanding anything herein to the contrary, none of Holdings, Parent or the Surviving Corporation shall have any obligation to carry back any items that arise in any post-Closing period and the Company Equityholders shall have no right to refunds resulting from the carryback of deductions or losses in periods after Closing. All costs of requesting Tax refunds with respect to any Pre-Closing Tax Periods shall be paid by filing, the Equityholder Representative from the Equityholder Representative Reserve (to the extent of funds available) and then paid by the Key Shareholders to the extent that the Equityholder Representative Reserve is not sufficient to cover such costs. In no event shall any Tax refunds be payable under this Section 10.3 with respect to any amounts that were taken into account as assets or causing to file, any such Tax Returns as promptly as practicable after receivables in the Closing Date, in each case, as finally resolved calculation of Estimated Net Working Capital and Net Working Capital pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposesSections 2.8(a) and 2.8(b). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller Sellers shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Refund resulting from any Final Determination regarding Taxes of or with respect to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, Millennium Inorganic Companies for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, except to the extent such Tax refund (Taxes have been actually borne by Buyer or credit its Affiliates, by inclusion in lieu thereof) is with respect to Taxes paid the determination of Net Working Capital, by a Group Company prior to VAT Accruals, or otherwise). After the Closing Date Date, if any such Tax Refund is received by the Millennium Inorganic Companies, Buyer or included in any of its Subsidiaries or Affiliates, Buyer shall forward any such Tax Refund to Sellers (including any interest actually received) within ten days after receipt thereof. Buyer shall pay Sellers interest at the final calculation rate prescribed under Section 6621(a)(1) of the Closing Statement (Code, compounded daily, on any such Income Tax refund or credit amount not paid when due in lieu thereof, a “Tax Refund”); provided, however, that Seller accordance with the foregoing sentence. Buyer shall not be entitled to any Tax Refund (x) required to be paid over by resulting from any Group Company (Final Determination regarding Taxes of or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior with respect to the Closing, Millennium Inorganic Companies for any Post-Closing Tax Period (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date except to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after have been actually borne by Sellers or their Affiliates). After the Closing Date. , if any such Tax Refund is received by Sellers or any of their respective Subsidiaries or Affiliates, Sellers shall forward any such Tax Refund to Buyer (bincluding any interest actually received) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10days after receipt thereof. Sellers shall pay Buyer interest at the rate prescribed under Section 6621(a)(1) Business Days of the actual receipt of Code, compounded daily, on any amount not paid when due in accordance with the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orforegoing sentence. Sellers, on the one hand, and Buyer on the other hand shall share equally in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, Transfer Taxes. If any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 Refund is received by a party (or any comparable form for state or local of its Affiliates), the party receiving such Tax purposes)Refund shall forward 50% of any such Tax Refund to the other party (including any interest actually received) within ten days after receipt thereof. The Group Companies shall not elect to apply any applicable party receiving the Tax Refund as a credit against Taxes payable for a taxable period (or portion thereofshall pay the other party interest at the rate prescribed under Section 6621(a)(1) beginning after of the Closing DateCode, compounded daily, on any amount not paid when due in accordance with the foregoing sentence. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Any Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodincluding interest thereon) that are actually received by Buyerof, any Group Companyand only of, any of their respective AffiliatesAPH, or APS, AAI, KAI and CTA attributable to a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on that are received by any such Company, Buyer, or any Affiliate thereof (other than any of Buyer Cdn, PTH, PT, PTGH and PTG), and any credits against Tax that are attributable to any such Company for such Pre-Closing Tax Period to which Buyer, any such Company or any Affiliate (other than any of Buyer Cdn, PTH, PT, PTGH and PTG) thereof become entitled, shall be for the account of Sellers (excluding, except as otherwise provided in Section 6.7.11(b) with respect to Transaction Tax Deductions that arise in a Straddle Period, (a) any refund or credit attributable to any loss in a taxable year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a taxable year (or the portion of any a Straddle Period ending on or before the Closing Date (determined in accordance with Section 8.6.4Date), including and (b) for avoidance of doubt, any tax savings from a loss attributable to a Pre-Closing Tax Period that is carried forward to offset any income or gain in any taxable year (or portion of a Straddle Period) beginning after the Closing Date)), and Buyer shall pay (or cause to be paid) to the Sellers' Representative (for the account of Sellers) any such Tax refunds resulting from any Transaction Tax Deductions, and net refund or the amount of any Taxes and reasonable out-of-pocket expenses incurred such credit actually received in connection with obtaining such Tax refunds (or credits in lieu thereof)cash by Buyer, in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund Company or credit in lieu any Affiliate thereof (other than any of Buyer Cdn, PTH, PT, PTGH or PTG)within 15 Business Days after the receipt thereof, a “Tax Refund”); provided, however, that Seller this Section 6.7.9 shall not be entitled apply to any Tax Refund (x) required to be paid over by any Group Company (such refund or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior credit to the Closingextent that the cumulative amount thereof is less than the cumulative amount of any Tax assets (excluding any deferred Tax asset established to reflect timing differences between book and Tax income) set forth on the face of the Final Closing Statements (rather than in any notes thereto) and taken into account in determining adjustments, if any, to the US Purchase Price, as finally determined pursuant to Section 2.2.4. For the avoidance of doubt, to the extent permitted by Applicable Laws, any net operating loss (y) resulting including a net operating loss attributable to or arising from the payment Transaction Tax Deductions), credit or other similar Tax attribute of Income Taxes by Buyer or such Company attributable to a Pre-Closing Tax Period of any such Company shall first be carried back to a Pre-Closing Tax Period of its Affiliates (including any Group such Company) made after the Closing Date , and to the extent such Income Taxes were not included in the final calculation net operating loss, credit or other similar Tax attribute is carried back to a Pre-Closing Tax Period of the Closing Statement, such Company and (z) resulting from a carryback of produces a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date refund for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds Company with respect to any applicable a Pre-Closing Tax Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after refund shall be for the Closing Date, account of Sellers in each case, as finally resolved pursuant to the provisions of accordance with this Section 8.6.26.7.9; provided, however, that the Group Companies preparation of any such returns, claims for refund or other documents related to such carrybacks or refunds shall not be governed by Section 6.7.3(a) (including that the preparation and filing of such documents shall be at Sellers' expense) and none of Buyer, Buyer Parent, any Affiliate thereof, or any Company shall be required to file IRS Form 4466 (initiate or participate in any comparable form for state administrative or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after judicial proceeding in connection therewith except at the Closing Daterequest of Sellers' Representative and at Sellers' expense. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to During the amount Indemnification Period, any refund of any Income Tax refunds Taxes (or any Tax credits received credit against future Taxes in lieu thereof of a refund) relating to the extent Company (a “Tax Refund”) that is attributable to a taxable period which ends on or before the Closing Date (other than any such credit in lieu thereof actually reduces Taxes for amount that is attributable to the carryback from a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or (including the portion of any a Straddle Period ending that begins on the date after the Closing Date (determined Date) of Tax items of the Company) shall be credited to the Sellers. The Buyer shall be entitled to all other Tax Refunds relating to the Company; provided, however, that, during the Indemnification Period, Tax Refunds attributable to Straddle Periods shall be calculated and allocated between the parties in accordance a manner consistent with the provisions of Section 8.6.4)11.2. The Buyer, including any such Tax refunds resulting from any Transaction Tax Deductionson the one hand, and net the Sellers, on the other hand, shall promptly pay (or cause to be paid) to the other party any Tax Refund or portion thereof, and the relevant portion of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)interest, in each case, actually received to the extent that such other party is entitled under this Section 11.8 to such Tax refund (Refund or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereofportion thereof and, a “Tax Refund”)if applicable, interest; provided, however, that Seller any such payment shall not be entitled net of any Tax cost to any the payor party attributable to the receipt of such Tax Refund (xor related interest) required and/or the payment of such amounts to the payee party. In connection with the foregoing, during the Indemnification Period, the Buyer, at the Sellers’ sole expense, shall promptly comply, or shall cause the Company or applicable Affiliate to promptly comply, with the written request of the Sellers’ Representative to claim a Tax Refund, or file an amended Tax Return claiming a Tax Refund, with respect to a taxable period ending on or before the Closing Date or a Straddle Period, unless (i) the amount of such Tax Refund would be paid over less than $25,000, or (ii) the Buyer reasonably determines that claiming such Tax Refund would not be supported by applicable Law or would result in any Group Company (adverse Tax consequences to the Buyer or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates thereof (including any Group the Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any taxable period ending after the Closing Date. Date (b) Buyer which adverse Tax consequences shall promptly payinclude the reduction of any net operating loss or other Tax asset). If, or cause subsequent to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyera Taxing Authority’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing allowance of a Tax Return that reflects the actual reduction in Taxes resulting from Refund, such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (Taxing Authority reduces or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any eliminates such Tax Returns as Refund, such Tax Refund or the relevant portion thereof, plus any interest received thereon, previously forwarded or reimbursed under this Section 11.8 shall be returned, promptly as practicable after upon request and regardless of whether the Closing DateIndemnification Period has ended, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (party which had previously forwarded or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Datereimbursed such amount. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall The Sellers will be entitled to any refunds of Taxes paid by the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Acquired Companies that relate to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined to be equitably apportioned between the Purchaser and the Sellers in accordance with the principles set forth in Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds 7.1) (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included whether in the final calculation form of the Closing Statement (any such Income Tax cash refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly payreceived, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in such refund or offset against Taxes resulting from such credit). otherwise payable (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant solely to the provisions extent that such credit in lieu of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit offset against Taxes payable is used to reduce Taxes of an Acquired Company for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable )), including any interest received from a Governmental Authority with respect thereto, that are actually received by the Purchaser or the Acquired Companies, in each case, net of any Tax purposesLiabilities or increase in Tax Liabilities imposed on the Purchaser, Buyerthe Acquired Companies, Seller and each or any of their respective Affiliates shall treat all payments resulting from such refund; provided, however, that the Sellers will not be entitled to Seller made any refund to the extent such refund (x) relates to the carryback of a Tax attribute from any period ending after the Closing Date, (y) is required to be paid over by any Acquired Company to any Person under any provision of any contract to which such Person was a party prior to the Closing or (z) relates to the payment of Taxes by the Purchaser or any of its Affiliates after the Closing Date to the extent the Purchaser was not previously indemnified or otherwise reimbursed for such Taxes. The amount of any refunds of Taxes of the Acquired Companies for any Tax period (or portion of any Tax period) beginning after the Closing Date will be for the account of the Purchaser. The Purchaser will be entitled to any refund relating to Transfer Taxes. Each party will pay, and will cause its Affiliates to pay, to the Person entitled to receive a refund of Tax pursuant to this Section 8.6.1 as 7.6 the amount of such refund (i) within 30 days after such amount is received, or (ii) when used by a party or any of its Affiliates to credit an adjustment account with a Taxing Authority or otherwise used to purchase price offset any Taxes otherwise payable (solely to the maximum extent permitted that such credit in lieu of or offset against Taxes is used to reduce Taxes of an Acquired Company for a taxable period (or portion thereof) beginning after the Closing Date) within 30 days after such credit to such account or such offset, in each case, net of any reasonable third Person costs incurred by such party or its Affiliates in procuring such refund. In the event that any refund that is paid over by a party pursuant to this Section 7.6 is subsequently disallowed or required to be returned to the applicable LawTaxing Authority, the other party will promptly repay to the party the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Taxing Authority.

Tax Refunds. (ai) Seller shall The Company Securityholders will be entitled to the amount of any Income Tax all cash refunds (or any Tax credits received taken in lieu thereof to thereof) of Tax of the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, Company or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, its Subsidiaries for any Pre-Closing Tax Period ending on Periods (including, for the Closing Date or avoidance of doubt, the portion of any Straddle Period ending on the Closing Date (as determined in accordance with under Section 8.6.411.3(g)), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, but only to the extent such that (i) the Taxes being refunded (or credited) were (x) paid by the Company or its Subsidiaries before the Determination Time, (y) included as current liabilities in the Closing Net Working Capital Amount, as finally determined or (z) indemnified pursuant to Section 8.2 and (ii) the relevant Tax refund (or credit) (x) was not included as a current asset or as a reduction or offset to current liabilities in the Closing Net Working Capital Amount, as finally determined and (y) does not arise out of any losses, credits or other Tax attributes that arose after the Closing Date (including, for the avoidance of doubt, the portion of any Straddle Period beginning after the Closing Date as determined under Section 11.3(g)). Buyer and its Affiliates (including the Company and its Subsidiaries) shall be entitled to any and all other refunds and credits of Tax of the Company and any of its Subsidiaries. If Buyer, the Surviving Corporation or any of their Affiliates receives any refund (or credit taken in lieu thereof) is with respect of Tax to which the Company Securityholders are entitled pursuant to this Section 11.3(e), Buyer or the Surviving Corporation will promptly pay (or cause their respective Affiliates to pay) the amount of such refund (including interest actually received from a Governmental Entity in connection therewith, but net of Taxes paid by a Group Company prior and other reasonable costs and expenses) to the Closing Date or included in Securityholder Representative for distribution to the final calculation of the Closing Statement (Company Securityholders. If any such Income Tax refund (or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled credit) is paid over to the Securityholder Representative pursuant to this Section 11.3(e) and all or any Tax Refund portion of such refund (xor credit) is subsequently disallowed or required to be paid over repaid to any Governmental Entity, then the Securityholder Representative shall promptly cause the Company Securityholders to repay such amount (plus any interest, penalties and additions to Tax imposed by a Governmental Entity) to Buyer or the Surviving Corporation, as applicable. Upon a request from the Securityholder Representative, Buyer shall cause the Surviving Corporation to use its commercially reasonable efforts to obtain any Group Company refund (or any Affiliate thereofcredit for overpayment) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to that the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is Company Securityholders are entitled to pursuant to this Section 8.6.1 11.3(e). Each of Buyer, the Surviving Corporation and the Surviving Corporation’s Affiliates will claim the carryback of any net operating losses or operations losses, as applicable, from any taxable period that ends before or on, or includes, the Closing Date to all prior taxable periods to the extent permitted by Law. For the avoidance of doubt, any Tax Returns filed pursuant to this Section 11.3(e) shall be subject to the review and comment procedures set forth in Section 11.3(a). (ii) Within thirty (30) days of a request of the Securityholder Representative, Buyer shall cause the Surviving Corporation to prepare and 88 NY\7370590.17 deliver IRS Form 4466 (and any other similar state and local forms) in respect of the Company’s taxable year that includes the Closing Date to the Securityholder Representative for its review and comment. Buyer shall consider in good faith any reasonable comments made by the Securityholder Representative to such IRS Form 4466 (and any other similar state and local forms) received by Buyer within ten (10) Business Days days of the actual Securityholder Representative’s receipt of such forms; provided, that if Buyer does not receive any comments from the Tax Refund giving rise Securityholder Representative within such ten (10) days, the Securityholder Representative shall be deemed to Buyer’s obligation have no comments to make a payment pursuant to Section 8.6.1 with respect thereto such forms. Within five (5) days of receipt of any comments from the Securityholder Representative (or, in the case absence of a credit in lieu of a refundany comments by the Securityholder Representative, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). within five (c5) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable days after the Closing Datecompletion of the ten (10) day review period), in each case, as finally resolved pursuant to the provisions of Section 8.6.2; providedextent permissible by Law, however, that Buyer shall cause the Group Companies shall not be required Surviving Corporation to file such IRS Form 4466 (or and any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereofother similar forms) beginning after with the Closing Dateappropriate taxing authority. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (ai) Seller The Sellers shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodthereof) that are actually received in respect of Seller Taxes paid on or before the Closing Date or by the Sellers including pursuant to this Agreement by Buyer, any Group Acquired Company, or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member Affiliates after the ClosingClosing (other than refunds or credits resulting solely from a carryback of any net operating loss arising in a Tax period (or portion thereof) ending after the Closing Date, in each case, for excluding any Pre-Closing Tax Period ending on refunds or credits to the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any extent such Tax refunds resulting from any Transaction Tax Deductionsor credits (A) actually reduced the final calculation of the Closing Debt Amount or are included in the final calculation of the Closing Working Capital or (B) are subject to a payment obligation to another person in effect prior to the Closing, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent credits) (any such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereofcredit, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (bii) Buyer shall promptly pay, or cause to be paid, over to the Seller Representative (for the benefit of the Sellers), by wire transfer of immediately available funds funds, any Tax Refunds such amounts that Seller is Sellers are entitled to pursuant to this Section 8.6.1 7.03(g) within ten (10) Business Days after the actual filing of the actual Income Tax Return of the receipt of the such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 (or with respect thereto (or, in the case of to any Tax Refund that is a Tax credit received in lieu of a Tax refund, the Due Date for on the filing of the applicable Tax Return). Buyer, the Sellers and each of their respective Affiliates shall treat any payment made pursuant to this Section 7.09(c) as a purchase price adjustment for applicable Income Tax Return purposes unless otherwise required by applicable Law. Notwithstanding the foregoing, in the event it is subsequently determined by a Taxing Authority that reflects any credit, refund or recovery of any Taxes described in this Section 7.03(g) for which the actual reduction in Taxes resulting from Buyer made a payment to the Sellers’ Representative was improperly obtained (each, a “Disallowed Tax Benefit”), such credit)Disallowed Tax Benefit shall be a Seller Tax within the meaning of clause (f) of the definition thereof. (ciii) The Group Companies shall Buyer and each Acquired Company shall, at the Sellers’ Representative’s expense, use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds Refund. Buyer will cause the Acquired Companies not to waive the carryback of any net operating loss (or similar Tax asset) with respect to any applicable Pre-Closing Period Income Tax Return by filing, a loss arising in a taxable period or causing portion thereof ending on or prior to file, any such Tax Returns as promptly as practicable after the Closing Date. Upon the written request of the Seller Representative, in each case, as finally resolved pursuant to Buyer and the provisions of Section 8.6.2; provided, however, that the Group Acquired Companies shall not be required permit the Seller Representative to file IRS Form 4466 (control the conduct of any filing or proceeding in respect of any comparable form for state or local reasonably available Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after Refunds, at the Closing Dateexpense of the Seller Representative. (div) For applicable Upon receipt of a reasonable written request from the Seller Representative, Buyer shall provide the Seller Representative with a calculation and supporting work papers setting forth the computation of any Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawRefunds.

Tax Refunds. Except as set forth in Section 6.5(h), Parent shall promptly, but in any event no later than five (a5) Seller shall Business Days of receipt, pay and transfer, or cause to be entitled paid and transferred to the Representative (for further distribution to the Former Holders of Series A Preferred Stock) and the holders of Transaction Incentive Award Amounts in the manner provided in Section 2.7(f), in each case in accordance with their respective Distribution Percentages, the amount of any Income cash Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) refund that are actually is received by Buyerthe Surviving Corporation, any Group CompanyParent, the Parent Group, or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after Affiliates with respect to (i) the Closing, in each case, for any Pre-Closing Tax Period taxable period ending on the Closing Date or (ii) the portion filing of a Refund Form, in each case with respect to clauses (i) and (ii) to the extent the amount of any Straddle Period such Tax refund is attributable to the Transaction Tax Deductions (including any refund of estimated tax payments attributable to Transaction Tax Deductions or any refund resulting from the carryback of any Pre-Closing Net Operating Loss attributable to the Transaction Tax Deductions) (the amounts described in clauses (i) and (ii), each a “Refund Amount”), net of any reasonable out-of-pocket costs incurred by Surviving Corporation, Parent, the Parent Group, or any of their respective Affiliates in connection with preparing and filing such Refund Forms and obtaining such Tax refunds. For purposes of this Section 6.5(f), the aggregate amount of the Refund Amounts shall not exceed the aggregate amount of the Refund Amounts calculated by taking into account the difference between the aggregate Tax refunds, if any, that would have been received by the Surviving Corporation, Parent, the Parent Group, or any of their respective Affiliates with respect to the taxable period ending on the Closing Date (determined in accordance with Section 8.6.4), including and the filing of any such Tax refunds resulting from Refund Forms without any Transaction Tax Deductions, and net the actual aggregate amount of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)received by the Surviving Corporation, in each caseParent, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereofParent Group, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price with respect to the maximum extent permitted by applicable Lawtaxable period ending on the Closing Date and the filing of such Refund Forms taking into account the Transaction Tax Deductions, it being the intention that the payment of Tax refunds to the Representative be limited to Tax refunds attributable only to the Transaction Tax Deductions.

Tax Refunds. Any refund of Taxes (aincluding estimated Taxes) Seller shall be entitled to of the amount of any Income Tax refunds Company and its Subsidiaries (whether received as a cash refund or any Tax credits received as a credit against Taxes otherwise payable in lieu thereof of a refund) with respect to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date that are received by Parent or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, other than (i) any Tax refund that results from the carryback to a Pre-Closing Tax Period of any Tax attribute (including net operating losses) created in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. , (dii) For applicable to the extent such Tax purposesrefund is a refund of Taxes which were not included in the calculation of Closing Indebtedness or Closing Transaction Expenses, Buyerwere not actually paid by the Company or its Subsidiaries on or prior to the Closing Date or the Indemnifying Holders after the Closing Date, Seller (iii) to the extent such Tax refund is received by Parent or its Affiliates on a date that is later than three (3) years following the Closing Date or (iv) to the extent the payment of such Tax refund to the Indemnifying Holders could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code (any such Tax refund, a “Pre-Closing Tax Refund”), shall be for the account of the Indemnifying Holders, and each Parent shall pay over to the Escrow Agent to add such amount to the Escrow Fund any such Pre-Closing Tax Refund within thirty (30) days after receipt thereof, less any costs, Taxes or expenses incurred in connection with the receipt or payment thereof. Any such Pre-Closing Tax Refund that is added to the Escrow Fund shall be subject to the provisions of their respective Affiliates shall treat all payments Article IX. In the event any such Pre-Closing Tax Refund is subsequently disallowed or determined to Seller made be an amount less than the amount taken into account pursuant to this Section 8.6.1 8.6 by the applicable Governmental Entity, the Indemnifying Holders shall promptly return such excess to Parent or its Affiliates, as an adjustment to purchase price applicable, along with any applicable interest and penalties imposed by a Governmental Entity on such amounts to the maximum extent permitted by applicable Lawsuch Pre-Closing Tax Refund was actually paid to the Indemnifying Holders or was used to satisfy an indemnification claim pursuant to Article IX. For the avoidance of doubt, any such Tax refund (or credit in lieu thereof) related to a Straddle Period shall be prorated based upon the method employed in Section 8.3. At the cost of the Securityholder Representative on behalf of the Indemnifying Holders (which shall be promptly reimbursed to Parent), at the direction of the Securityholder Representative, Parent shall cause the Final Surviving Company or any of its Subsidiaries to file for, and use commercially reasonable efforts to obtain, any refund of material Taxes to which Parent determines in good faith in consultation with the Securityholder Representative that the Indemnifying Holders are entitled hereunder.

Tax Refunds. Any Tax refund, credit or similar benefit (including any interest paid or credited by a Taxing Authority with respect thereto) relating to Excluded Acquired Company Taxes (but only to the extent that (a) Seller shall be entitled to such refund, credit or similar benefit is not reflected as a Current Asset on the amount Final Closing Statement and (b) such refund, credit or similar benefit is not attributable to, and does not result from, a carry back or other use of any Income Tax refunds (item of loss, deduction, credit or any Tax credits received other similar item arising in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually shall be the property of the Seller, and if received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date Purchaser or the portion of any Straddle Period ending on Acquired Companies shall be paid over promptly to the Closing Date (determined in accordance with Section 8.6.4)Seller, including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any costs, expense or Taxes and reasonable out-of-pocket expenses incurred in connection with by the Purchaser or the Acquired Companies as a result of obtaining or receiving such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, credit or similar benefit. The Purchaser shall, if the Due Date Seller so requests and at the Seller’s expense, cause the relevant Acquired Company to file for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall and use its commercially reasonable efforts to promptly obtain the receipt of any refund to which the Seller is entitled under this Section 7.02; provided that (i) such obligation shall be limited to filing amended Tax Returns or cause filing of Tax Returns to obtain refunds of overpayments of estimated Taxes and (ii) neither Purchaser nor any Acquired Company shall be obtainedrequired to (A) take any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income position on such Tax Return by filingthat is not at least at a “more likely than not” level of comfort, (B) perform any study (e.g., in respect of Tax credits or causing to file, transfer pricing) or (C) take any such Tax Returns as promptly as practicable position that would bind Purchaser or the Acquired Companies after the Closing Date, including in each caserespect of any method of accounting. The Purchaser shall permit the Seller to participate in (at the Seller’s expense) the prosecution of any such refund claim. For the avoidance of doubt, as finally resolved pursuant to the provisions of limitations provided in this Section 8.6.2; provided, however, that the Group Companies 7.02 shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after limit the Closing Dateparties’ rights and obligations described in Section 7.05. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to From and after the amount Closing Date, any refund of any Income Taxes, or Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodof the type and in such amount that is specifically set forth on Schedule 6.08(g) that are actually received in cash by Buyer, any or actually credited to and actually utilized to reduce Taxes otherwise payable by Purchaser or its Affiliates with respect to Taxes paid by the Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, Companies for any Pre-Closing Tax Period ending on (each, a “Pre-Closing Tax Refund”) shall be for the Closing Date account of the Equityholders. Purchaser shall pay over to the Equityholder Representative any such refund or the portion amount of any Straddle Period ending on the Closing Date such credit (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes of the Group Companies arising as a result thereof and any reasonable out-of-pocket expenses costs incurred in connection with obtaining such Tax refunds (the collection, receipt, utilization or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation paying over of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Pre-Closing Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of days after the actual cash receipt of or utilization thereof. Notwithstanding anything herein to the Tax Refund giving rise to Buyer’s obligation to make a contrary, no payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds required with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing Refund under this Section 6.08(g) to file, the extent such Pre-Closing Tax Refund (i) relates to the carryback of any such Tax Returns as promptly as practicable attribute generated after the Closing Date, (ii) was taken into account as an asset in each casecalculating the Merger Consideration, as finally resolved determined, or (iii) is required to be paid to any other Person pursuant to the provisions of Section 8.6.2; provided, however, that any Contract entered into by the Group Companies prior to Closing or pursuant to any applicable Law. To the extent any Pre-Closing Tax Refund is subsequently disallowed, the Equityholder Representative (on behalf of the Equityholders) shall promptly repay the amount of such disallowed refund to Purchaser, along with any Taxes, penalties, interest or other out-of-pocket costs of Purchaser or its Affiliates associated with such disallowance, within ten (10) days of Purchaser’s notice to the Equityholder Representative. For the avoidance of doubt, the Equityholder Representative shall not be required responsible for using any of its own funds to file IRS Form 4466 fulfill the obligation contained in this Section 6.08(g) and shall solely be responsible for acting in good faith to collect any amounts owed to Purchaser from the Equityholders (or any comparable form provided that, for state or local Tax purposes). The Group Companies the avoidance of doubt, the Equityholders shall not elect be responsible (in proportion to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments Indemnification Pro Rata Percentages) to Seller made pursuant pay any such amount owed to this Section 8.6.1 as an adjustment to purchase price Purchaser, within such ten (10) day period, to the maximum extent permitted not otherwise paid by applicable Lawthe Equityholder Representative).

Tax Refunds. The parties to this Agreement understand and agree that (a) Seller shall be entitled the exercise of any 2000 Plan Company Options, 2006 Plan Company Options or Company Warrants prior to or in connection with the consummation of the Merger and the treatment of all other 2000 Plan Company Options, 2006 Plan Company Options, Company Deferred Stock and Company Warrants in accordance with Section 3.9 of this Agreement may result in a deduction (the “Compensation Deduction”) to the amount of any Income Company in connection with its U.S. federal income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes Return for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period its short taxabletax year ending on the Closing Date or the portion of any Straddle Period ending on onthat includes the Closing Date (determined the “FinalClosing Tax Year”), (b) the Compensation Deduction may result in the Company having a net operating loss (“NOL”) with respect to its Final Tax Year, and (c) any such NOLClosing Tax Year that may be carried back to the Company’s prior tax years as permitted in accordance with Section 8.6.4172(b)(1)(A)(i) of the Code in order to obtain a refund of Taxes for those prior tax years, if any (the “Tax Refund”), including and (c) any such Tax refunds resulting from any Transaction Tax DeductionsRefund is an asset of the Company that is not being acquired by Parent, and net of any Taxes and reasonable out-of-pocket expenses incurred and/or Merger Sub and/or the Surviving Entity in connection with obtaining such the transactions contemplated by this Agreement. The Surviving Entity, as successor in interest to the Company, and Parent agree to timely file, or cause to be timely filed, the U.S. federal income Tax refunds (or credits in lieu thereof)Return of the Company for its Final Tax Year, in each caseand, to the extent such Tax refund (Return results in a valid NOL, timely file, or credit in lieu thereof) is with respect cause to Taxes paid by a Group Company prior be timely filed, the appropriate Tax Returns necessary to carry such NOL back to the Closing Date or included Company’s prior tax years as permitted in the final calculation accordance with Section 172(b)(1)(A)(i) of the Closing Statement Code in order to obtain a refund of Taxes (any such Income Tax refund or credit in lieu thereof, a the “Tax Refund”), if any. The Tax Returns referred to in the previous sentence shall be prepared (by Mxxxx Sxxxxxx, if willing and available at reasonable terms)For purposes of determining the amount of the Tax Refund, the taxable income or loss of the Company shall be determined by treating the Company as though its tax year ended at the end of the Closing Date, the Compensation Deduction were included in the tax year ending on the Closing Date, and any resulting NOL could be carried back to prior tax years. The Taxes of the Company for such short period shall be determined in manner consistent with past practices of the Company except as required by Law; provided, that no position shall be taken on any such Tax Return, or shall have been taken on any Tax Return for a tax year to which the NOL is carried back, unless there is (or was, as applicable) at least “substantial authority” (within the meaning of Section 6662 of the Code) for such position. Any Tax Refund is for the benefit of the Company, and is an asset of the Company that is not being acquired by Parent, and/or Merger Sub and/or the Surviving Entity in connection with the transactions contemplated by this Agreement, and it is the intention of the parties hereto that the Tax Refund (after deducting therefrom the amount of any Negative Payment Amount (as defined in the CVR Agreement)) shall be paid to the Holders (as defined in the CVR Agreement) of Contingent Value Rightsshall be paid to the same Persons entitled to the Aggregate Merger Consideration pursuant to the Merger Agreement, on a pro rata basis. Parent and the Surviving Entity agree to facilitate the payment ofpay the Tax Refund (minus any Negative Payment Amount), if any, on behalf of the Company, to the Persons entitled to the Tax Refund in accordance with this Section 6.16 as soon as reasonably practicable after the receipt of the Tax Refund by Parent or the Surviving Exxxxx.xx later than June 30, 2015. Notwithstanding anything in this Section 6.16 to the contrary, in no event shall a payment of the Tax Refund be made, and neither Parent nor the Surviving EntityCompany shall be liable or responsible for or in respect of any such payment to any Person, after the fifth anniversary of the Closing Date. Parent and the Surviving Entity shall retain any portion of the Tax Refund which, on the first (1st) anniversary of the payment thereof, remains undistributed to the Persons entitled thereto pursuant to this this Section 6.16, and such Persons shall thereafter look only to Parent and the Surviving Entity for payment of their pro rata portion of the Tax Refund; provided, however, that Seller none of Parent, the Surviving Entity, nor any employee, officer, director, agent or Affiliate of any of them, shall not be entitled liable to any Tax Refund (x) required to be paid over by such persons in respect of any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt portion of the Tax Refund giving rise that would have otherwise been payable to Buyer’s obligation such persons, that is delivered to make a payment public official pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filingabandoned property, escheat or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable similar Law.

Tax Refunds. (a) Seller The Indemnitors shall be entitled to receive from Parent or Surviving Corporation all refunds (or credits for overpayments) of Taxes, including any interest thereon, attributable to Pre-Closing Tax Periods. Promptly upon receipt of any such Tax refund (or credits for overpayment), and in no event later than five (5) Business Days after receipt by Parent or Surviving Corporation, Parent will, and will cause the Surviving Corporation to, deliver and pay over, by wire transfer of immediately available funds, such Tax refunds (or credits for overpayments), net of the amount of any Income Tax refunds (Taxes or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred by Parent or the Surviving Corporation in connection with obtaining such Tax refunds refund (or credits for overpayments). Nothing in lieu thereof), in each case, this Section 8.9(f) shall require that Parent Indemnified Party make any payment with respect to any refund for a Tax (and such refunds shall be for the extent such Tax refund (or credit in lieu thereofbenefit of the Parent and the Surviving Corporation) that is with respect to Taxes paid by a Group Company prior to (A) any refund of Tax that is the Closing Date or included in the final calculation result of the Closing Statement (carrying back of any such Income Tax refund net operating loss or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, credit incurred in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. ; (dB) For any refund of an Indemnified Tax paid after the Closing Date to the extent the Securityholders have not indemnified such Parent Indemnified Party or the Company for such Taxes; (C) any refund for Tax that is reflected as a current asset (or offset to a current liability) in the calculation of Net Working Capital or included in the calculation of Indebtedness, in each case, as finally determined; or (D) any refund for Tax that gives rise to a payment obligation by the Company to any Person under applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made law or pursuant to this Section 8.6.1 as an adjustment to purchase price a provision of a contract entered (or assumed) by the Company on or prior to the maximum extent permitted by applicable LawClosing Date.

Tax Refunds. (ai) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member If after the ClosingClosing Date, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including the Surviving Corporation) actually receives or realizes any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly payrefund, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, of any Tax that is attributable to a Pre-Closing Tax Period or of any Pre-Closing Taxes, and such Tax was paid or deemed paid (including amounts included in the Due calculation of Net Working Capital and Third-Party Expenses) by (i) the Indemnifying Parties on or after the Closing Date for or (ii) the filing Company or any of a Tax Return that reflects its Subsidiaries prior to the actual reduction in Taxes resulting from such credit). (c) The Group Companies Closing Date, then Buyer promptly shall use commercially reasonable efforts to promptly obtain (pay or cause to be obtainedpaid to the Securityholder Representative the amount of any such refund or credit (except to the extent that the right to such refund or credit was treated as a current asset that increased Net Working Capital), net of any Taxes imposed on Buyer or any of its Affiliates (including the Surviving Corporation) with respect thereto, and net of any costs of Buyer or the Surviving Corporation that are reasonably available associated with obtaining such refund or credit (“Net Tax Refund”), but only if the aggregate amount of all such Net Tax Refunds exceeds $250,000 (the “Basket Amount”). If the aggregate amount of all such Net Tax Refunds exceeds the Basket Amount, then the entire amount of such aggregate Net Tax Refunds shall be paid to the Payment Agent for distribution to each of the Indemnifying Parties in accordance with respect the Tax Refund Payment Spreadsheet. (ii) Within five (5) Business Days of the Buyer paying a Net Tax Refund to any applicable Pre-Closing Period Income Tax Return by filingthe Payment Agent, or causing to file, any such Tax Returns as promptly as practicable after the Securityholder Representative shall prepare an updated version of the Closing Date, in each case, as finally resolved pursuant to Payment Spreadsheet (the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local “Tax purposesRefund Payment Spreadsheet”). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after Payment Spreadsheet shall set forth the Closing Date.following information in reasonable detail: (dA) For applicable all information specified in Sections 2.3(a)(i)-(iv) inclusive, as updated to reflect the payment of the Net Tax purposesRefund; and (B) the amount of any portion of the Net Tax Refund, Buyer, Seller and payable to each Company Securityholder in accordance with the terms of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawGoverning Documents.

Tax Refunds. (a) Seller shall be entitled to (i) All refunds of Taxes of the amount of any Income Tax refunds (Company or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, Subsidiary for any Pre-Closing Tax Period ending on Period, subject to Section 11.05(c) (other than refunds of Transfer Taxes, which shall be allocated in the same manner as Transfer Taxes are allocated under Section 6.07) and (ii) any Tax benefit resulting from the payment of (x) the Change in Control Payments, (y) any amounts payable pursuant to Section 2.05 in respect of PHASARs and PSU Awards, including the Phantom Equity Payments and (z) the balance as of the Closing Date in respect of the Company Deferred Compensation Plans (without duplication and in each case, whether in the form of cash received from the applicable Governmental Entity or a credit or offset against Taxes otherwise payable for any Post-Closing Tax period) shall be for the portion benefit of the holders of the Company Common Stock, PHASARs and PSU Awards (each such refund, credit or offset, a “Seller Refund”). (b) To the extent that Parent, the Company, or any Straddle Period ending on Company Subsidiary becomes entitled to a Seller Refund, including as a result of the Closing Date ability to carry back any net operating loss or other Tax attribute or Tax credit (determined which carryback shall not be waived), Parent shall take such actions as are necessary to obtain such Seller Refund, and pay to the Shareholder Representative for distribution to the holders of the Company Common Stock, PHASARS and PSU Awards in accordance with Section 8.6.4their Per Share Phantom Portion the amount of such Seller Refund (without interest other than interest received from the Governmental Entity), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable any out-of-pocket expenses incurred in connection with obtaining such Tax refunds that Parent, the Company, or any Company Subsidiary or any of their affiliates incur (or credits in lieu thereof), in each case, to the extent such Tax refund (has or credit in lieu thereofwill incur) is with respect to Taxes paid by a Group Company prior such Seller Refund (and related interest). The net amount due to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller Shareholder Representative shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made payable 10 days after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Seller Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto from the applicable Governmental Entity (or, if the Seller Refund is in the case form of a credit in lieu credit, offset, or other reduction of a refundTax, 10 days after filing the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from claiming such creditreduction). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller The Sellers shall be entitled to the amount of any Income Tax all refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each caseif any, to the extent such Tax refund (along with any interest paid or credit in lieu thereof) is credited with respect thereto, that are received by Parent, any of the Company Entities, or any of their respective Affiliates following the Closing and that are attributable to Taxes paid by a Group the Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds Entities with respect to any applicable Pre-Closing Period Income Locked Box Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing DatePeriod, in each case, as finally resolved other than (i) refunds or credits included in the Locked Box Balance Sheet or taken into account in the final determination of Indebtedness, (ii) Transfer Taxes borne by Parent pursuant to the provisions Section 6.19(b), or (iii) any refund or credit resulting from a carry back of Section 8.6.2; provided, however, that the Group Companies shall not be required a Tax attribute attributable to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Locked Box Date. . If Parent, any of the Company Entities, or any of their respective Affiliates receives such a Tax refund (dor a credit in lieu thereof), it will deliver the same, net of any Taxes or reasonable and documented out-of-pocket expenses incurred by Parent, the Company Entities, or any of their respective Affiliates with respect to such refund (or credit in lieu thereof), to the Seller Representative (on behalf of the Sellers) For applicable within a reasonable period of time after receipt thereof, but in no event shall be required to make such payments on more than two occasions in any taxable year. Nothing in this Section 6.19(h) shall require Parent, the Company, any Company Entity or any of their respective Affiliates thereof to make any payment with respect to any Tax purposesrefund (and such refund shall be for the benefit of Parent) that is with respect to any refund resulting from the payment of Taxes made on or after the Locked Box Date to the extent the Sellers have not borne such Tax or otherwise have not indemnified Parent for such Taxes. Parent, Buyer, Seller the Company Entities and each any of their respective Affiliates shall treat all payments have the right to Seller made withhold and set-off against any amounts due to the Sellers under this Section 6.19(h) an amount equal to the amount of any claim for indemnification for which the Sellers may be liable pursuant to this Section 8.6.1 as an adjustment to purchase price 8.2(e) that has not been finally resolved or to the maximum extent permitted by applicable Lawany such claim has not been paid in full; provided, that, Parent, the Company Entities and their respective Affiliates, as applicable, shall promptly deliver to the Seller Representative (on behalf of the Sellers) any such amounts withheld to the extent it is ultimately determined that the Sellers are not liable under Section 8.2(e) for such amounts withheld.

Tax Refunds. Other than such refunds of Taxes or overpayments taken into account in the Closing Working Capital or otherwise in the determination of Closing Arrangement Consideration or received or credited (ain lieu of a cash refund) Seller after the date on which Earnout Consideration has been finally determined in accordance with this Agreement (which refunds and overpayments shall be entitled solely for the benefit of the post-Closing Company Group, provided that the Company Group did not intentionally delay such receipt or credit after such date), all Tax refunds and overpayments of Tax of the Company Group relating to a Pre-Closing Tax Period of the amount Company Group (in each case, net of any Income Losses relating to obtaining such refunds or overpayments, including Taxes payable on such amounts) that are not reflected in the settlement of Closing Working Capital, and that are actually received in cash or applied to reduce a cash Tax liability of the Company Group in a subsequent Taxable period, shall be solely for the benefit of the Company Securityholders. The Company Group and Purchaser shall cause such Tax refunds (or overpayments), net of Tax payable on such amounts and other costs and expenses to Purchaser or its Affiliates (including the Company Group) related to or arising in respect of such refund or overpayment and subject to Section 8.05(c), to be paid or added to the next distribution or payment that is otherwise to be made to the Company Securityholders pursuant to this Agreement or the Escrow Agreement and allocated among them by their Pro Rata Shares. If no such distribution or payment is made within twelve months of an amount coming due hereunder or if the aggregate amount due exceeds $1,000,000, the Purchaser shall promptly cause such amount to be paid to the Exchange Agent or as otherwise directed by the Securityholder Representative. For Tax purposes, any Tax credits received such payment to the Company Securityholders shall be treated as an adjustment to the purchase price to the extent permitted by Law. The Company Securityholders agree to repay to Purchaser the amount paid to them pursuant to this Section 6.07 (plus any interest, penalties or other charges imposed by the relevant taxing authority in lieu thereof respect of such amount) in the event that Purchaser or its Affiliates (including the Company Group) is required to repay such refund to such taxing authority. Notwithstanding the foregoing, any such refunds of Taxes shall be for the account of Purchaser to the extent such credit in lieu thereof actually reduces refunds of Taxes for are attributable to the carryback from a Post-Closing Tax Period) that are actually received by BuyerPeriod of items of loss, any deduction or credit, or other Tax items, of the Company Group Company, (or any of their respective Affiliates, or a consolidated, combined, unitary, or similar group including Purchaser). The amount of which any refunds of Taxes of Company Group Company is a member after the Closing, in each case, for any PrePost-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing account of a Tax Return that reflects the actual reduction in Taxes resulting from such credit)Purchaser. (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Except to the extent such credit reflected as an asset in lieu the calculation of Net Working Capital, all refunds of Taxes of the Acquired Entities with respect to any Tax year or portion thereof actually reduces ending on or before the Closing Date (including, for the avoidance of doubt, any refunds of Taxes for attributable to the carryback of a Post-net operating loss or other Tax attribute from a Tax year ending on or before the Closing Date to an earlier Tax Periodyear) that are actually received by BuyerBuyer or the Acquired Entities or applied against an Tax liability otherwise payable by Buyer or the Acquired Entities, net of any Group Companyexpenses incurred by Buyer or the Acquired Entities in securing such refunds, any shall be for the account of their respective Affiliates, the Sellers and shall be paid over to the Sellers’ Representatives within fifteen (15) days of receipt or realization by Buyer or the Acquired Entities. All Tax Returns of the Acquired Entities for a consolidated, combined, unitary, Tax year or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period portion thereof ending on or before the Closing Date or the portion of any Straddle Period ending on the Closing Date shall be prepared as soon as practicable (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orincluding, in the case of a credit in lieu carryback of a refundnet operating loss or other Tax attribute, using any available short-form or accelerated procedures and filing amended Tax Returns to the Due Date extent necessary) and shall be submitted to the Sellers’ Representatives for their review and comment at least twenty (20) days prior to the filing due date for filing. Neither Buyer nor the Acquired Entities shall elect to waive any carryback of a net operating loss or other Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, attribute on any such Tax Returns as promptly as practicable Return. For the avoidance of doubt, all Tax deductions of the Acquired Entities attributable to (i) the cancellation of the options in exchange for the consideration payable to the Option Sellers pursuant to this Agreement, (ii) the payment of Transaction Expenses (whether, before, on or after the Closing Date), in each caseand (iii) the write-off of previously deferred financing costs, shall be allocated to, and reflected as finally resolved pursuant to deductions on Income Tax Returns of the provisions of Section 8.6.2; providedAcquired Entities filed for, however, that the Group Companies shall not be required to file IRS Form 4466 (Tax years or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after portions thereof ending on the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller The Selling Parties shall be entitled to the amount any refunds of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyerfederal, any Group Companystate, any of their respective Affiliateslocal, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, non-U.S. income Taxes paid for any Pre-Closing Tax Period ending on of the Company or its Subsidiaries that are received by the Company or such Subsidiary (or any successor thereto) in cash (or that are actually applied as a credit or offset to reduce cash Taxes for which the Purchaser (or its Affiliates, including for this purpose the Company) would otherwise be liable) after the Closing; provided, however, that, any such refunds shall be for the account of Purchaser to the extent (i) that any such refunds are attributable to the carryback from a Tax period beginning after the Closing Date of items of loss, deduction, or credit, or other Tax items; (ii) taken into account in the portion determination of the Purchase Price hereunder; (iii) that the Company or any of its Subsidiaries is under any obligation to pay over or credit such refund to any Person pursuant to a contract entered into prior to the Closing; or (iv) such refund results from any Tax that is paid or economically borne by the Purchaser or its Affiliates (including the Company or its Subsidiaries after the Closing). The amount of any Straddle Period ending on such refunds to which the Sellers are entitled pursuant to this Section 6.2(e) that are received after the Closing Date (determined whether in accordance with Section 8.6.4)cash or by credit or offset against cash Taxes for which the Purchaser (or its Affiliates, including for this purpose the Company) would otherwise be liable) shall be caused by Purchaser to be paid to the Seller Representative (for the benefit of the Sellers) within fifteen (15) Business Days after receipt (or the filing of a Tax Return, claiming the applicable credit or offset) thereof, less (A) any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with and/or Taxes (whether imposed on the Company, its Subsidiaries, or on a flow-through basis on the Purchaser and/or any of their direct or indirect owners) attributable to obtaining such Tax refunds (or credits in lieu thereof), in each case, to receiving the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”credit); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtainedB) any reasonably available required Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any withholding on such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Daterefunds. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. Any refund or credit of Taxes (a) Seller shall be entitled to the amount including as a result of any Income Tax refunds overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits received in lieu thereof or similar items of a Transferred Entity, as the case may be, attributable to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyershall be for the account of Seller, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after except to the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any extent such Tax refunds resulting from any Transaction Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax DeductionsAsset, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds Asset, within seven (7) days after such Tax Asset is received or credits in lieu thereofafter such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to perfect their rights in each caseand obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not Transferred Entities will be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates refunds (including any Group Companyinterest received thereon) made after the Closing Date to the extent such Income Taxes were not included in the final calculation respect of any federal, state, local or foreign Tax liability of the Closing Statement, and (z) resulting from a carryback Transferred Entities or in respect of a Tax attribute from any period ending after the Business received following the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (ai) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member If after the ClosingClosing Date, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including the Surviving Corporation) actually receives or realizes any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly payrefund, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, of any Tax that is attributable to a Pre-Closing Tax Period or of any Pre-Closing Taxes, and such Tax was paid or deemed paid (including amounts included in the Due calculation of Net Working Capital and Third-Party Expenses) by (i) the Indemnifying Parties on or after the Closing Date for or (ii) the filing Company or any of a Tax Return that reflects its Subsidiaries prior to the actual reduction in Taxes resulting from such credit). (c) The Group Companies Closing Date, then Buyer promptly shall use commercially reasonable efforts to promptly obtain (pay or cause to be obtainedpaid to the Payment Agent (for further distribution to the Indemnifying Parties in accordance with each Indemnifying Party’s respective Indemnification Pro Rata Portion of such amount) the amount of any such refund or credit, net of any Taxes imposed on Buyer or any of its Affiliates (including the Surviving Corporation) with respect thereto, and net of any costs of Buyer or the Surviving Corporation that are reasonably available associated with obtaining such refund or credit (“Net Tax Refund”) but only if the aggregate amount of all such Net Tax Refunds exceeds $150,000 (the “Basket Amount”). If the aggregate amount of all such Net Tax Refunds exceeds the Basket Amount, then the entire amount of such aggregate Net Tax Refunds shall be paid to the Payment Agent for distribution to each of the Indemnifying Parties in accordance with respect to any applicable Pre-Closing Period Income the Tax Return by filing, or causing to fileRefund Payment Spreadsheet. Notwithstanding the foregoing, any such Tax Returns as promptly as practicable refunds set forth in Schedule 7.6(g) (to the extent actually allowed by the relevant Governmental Entity and actually received by Buyer after the Closing Date, in each casenet of any Taxes imposed on Buyer or any of its Affiliates (including the Surviving Corporation) with respect thereto, as finally resolved pursuant and net of any costs of Buyer or the Surviving Corporation that are reasonably associated with obtaining such refund or credit) shall be paid to the provisions Payment Agent (for further distribution to the Indemnifying Parties in accordance with each Indemnifying Party’s respective Indemnification Pro Rata Portion of Section 8.6.2; providedsuch amount) when received and, howeverfor the avoidance of doubt, that the Group Companies amount of such refunds so received shall not be required included in calculating the Basket Amount. (ii) Within five (5) Business Days of the Buyer paying a Net Tax Refund to file IRS Form 4466 the Payment Agent (or any comparable form for state or local and notifying the Securityholder Representative thereof), the Securityholder Representative shall prepare an updated version of the Closing Payment Spreadsheet (the “Tax purposesRefund Payment Spreadsheet”). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after Payment Spreadsheet shall set forth the Closing Date.following information in reasonable detail: (dA) For applicable all information specified in Sections 2.3(a)(i)-(vi) inclusive, as updated to reflect the payment of the Net Tax purposesRefund; and (B) the amount of any portion of the Net Tax Refund, Buyer, Seller and payable to each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable LawIndemnifying Party in accordance with such Indemnifying Party’s Indemnification Pro Rata Portion.

Tax Refunds. (a) Seller shall be entitled to the amount All refunds of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received payable by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, an Acquired Entity for any Pre-Closing Tax Period ending on to the extent paid by the Acquired Entity prior to the Closing Date or specifically included as a liability in the portion calculation of Net Working Capital (as finally adjusted pursuant to Section 1.5) or of Taxes for which a Seller Party has indemnified the Parent Indemnified Persons under Section 7.2 (whether in the form of cash received or a credit against Taxes otherwise payable) shall be the property of Sellers. Parent shall pay or cause to be paid any Straddle Period ending on the Closing Date (determined such Tax refund to Sellers, pro rata in accordance with Section 8.6.4their respective Ownership Percentages, within fifteen (15) days after receipt thereof (without interest, except for interest received from a Taxing Authority), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes imposed on such refund and any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds that Parent, Buyer, the Acquired Entities or any of their Affiliates directly incur (or credits in lieu thereof), in each case, to the extent shall directly incur) for their receipt of such Tax refund (and related interest). Any other Tax refunds related to any Acquired Entity shall be for the sole account of Parent and Buyer. Nothing in this Section 8.3 shall require that Parent, Buyer or credit in lieu thereofany of their Affiliates make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Parent and Buyer) that is with respect to Taxes paid by (a) any refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Group Company prior Post-Closing Tax Period; or (b) any refund of a Tax to the Closing Date or included in extent that it gives rise to a payment obligation by Parent, Buyer, the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer Acquired Entities or any of its their Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from any Person under applicable Law or pursuant to a carryback provision of a Tax attribute from any period ending after contract or other agreement entered (or assumed) by an Acquired Entity on or prior to the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. The parties to this Agreement understand and agree that (a) Seller shall be entitled the exercise of any 2000 Plan Company Options, 2006 Plan Company Options or Company Warrants prior to or in connection with the consummation of the Merger and the treatment of all other 2000 Plan Company Options, 2006 Plan Company Options, Company Deferred Stock and Company Warrants in accordance with Section 3.9 of this Agreement may result in a deduction (the “Compensation Deduction”) to the amount of any Income Company in connection with its U.S. federal income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes Return for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period its short taxable year ending on the Closing Date (determined in accordance with Section 8.6.4the “Final Tax Year”), including (b) the Compensation Deduction may result in the Company having a net operating loss (“NOL”) with respect to its Final Tax Year, and (c) any such Tax refunds resulting from any Transaction Tax DeductionsNOL is an asset of the Company that is not being acquired by Parent, and net of any Taxes and reasonable out-of-pocket expenses incurred Merger Sub and/or the Surviving Entity in connection with obtaining such the transactions contemplated by this Agreement. The Surviving Entity, as successor in interest to the Company, and Parent agree to timely file, or cause to be timely filed, the U.S. federal income Tax refunds (or credits in lieu thereof)Return of the Company for its Final Tax Year, in each caseand, to the extent such Tax refund (Return results in a valid NOL, timely file, or credit in lieu thereof) is with respect cause to Taxes paid by a Group Company prior be timely filed, the appropriate Tax Returns necessary to carry such NOL back to the Closing Date or included Company’s prior tax years as permitted in the final calculation accordance with Section 172(b)(1)(A)(i) of the Closing Statement Code in order to obtain a refund of Taxes (any such Income Tax refund or credit in lieu thereof, a the “Tax Refund”), if any. The Tax Returns referred to in the previous sentence shall be prepared (by Mxxxx Sxxxxxx, if willing and available at reasonable terms) in manner consistent with past practices of the Company except as required by Law; provided, howeverthat no position shall be taken on any such Tax Return, or shall have been taken on any Tax Return for a tax year to which the NOL is carried back, unless there is (or was, as applicable) at least “substantial authority” (within the meaning of Section 6662 of the Code) for such position. Any Tax Refund is for the benefit of the Company, and is an asset of the Company that Seller shall is not be entitled to any being acquired by Parent, Merger Sub and/or the Surviving Entity in connection with the transactions contemplated by this Agreement, and it is the intention of the parties hereto that the Tax Refund (xafter deducting therefrom the amount of any Negative Payment Amount (as defined in the CVR Agreement)) required to shall be paid over by any Group Company to the Holders (or any Affiliate thereof) to any Person under a provision of a Contract (other than this as defined in the CVR Agreement) of Contingent Value Rights on a pro rata basis. Parent and the Surviving Entity agree to which such Person was a party prior to the Closing, (y) resulting from facilitate the payment of Income Taxes by Buyer or the Tax Refund (minus any Negative Payment Amount), if any, on behalf of its Affiliates (including any Group the Company) made , to the Persons entitled to the Tax Refund in accordance with this Section 6.16 as soon as reasonably practicable after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise by Parent or the Surviving Entity. Notwithstanding anything in this Section 6.16 to Buyer’s obligation to make the contrary, in no event shall a payment pursuant to Section 8.6.1 with of the Tax Refund be made, and neither Parent nor the Surviving Entity shall be liable or responsible for or in respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from any such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect payment to any applicable Pre-Closing Period Income Tax Return by filingPerson, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions fifth anniversary of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) The Seller shall be entitled to the amount retain or receive any refund or credit of any Income Tax refunds (or Taxes that were paid with respect to any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group period of an Acquired Company, any of their respective Affiliatesor portion thereof, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on or before the Closing Locked Box Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)except, in each case, to the extent any such Tax refund (or credit has been included as an asset in lieu thereofline items on the Locked Box Statements, and net of any expenses or Taxes incurred by an Acquired Company or the Purchaser in relation to the collection, determination, or receipt of such refund, and the Purchaser shall be entitled to retain or receive all other refunds or credits of Taxes, including those that (i) is were paid with respect to any Tax period of an Acquired Company, or portion thereof, beginning on or after the Locked Box Date or (ii) have been included as an asset on the Locked Box Statements. Purchaser or Seller, as the case may be, shall pay the amount of any refunds or credits for Taxes paid by a Group Company prior payable to the Closing Date other party pursuant to this Section 9.5 within fifteen (15) Business Days after actual receipt thereof or included in the final calculation of the Closing Statement (realization upon filing an applicable Tax Return. The Seller and Purchaser shall equitably apportion any such Income Tax refund or credit of Taxes paid with respect to a taxable period that begins before the Locked Box Date and ends after the Locked Box Date in lieu a manner consistent with the principles set forth in Section 9.3. Purchaser and Seller agree to reasonably cooperate in order to request or pursue any refund or credit for Taxes with respect to any Tax period of an Acquired Company, or portion thereof. Notwithstanding anything to the contrary in this Section 9.5, a “Tax Refund”); provided, however, that Seller shall not be entitled have a right to any review or comment on the Tax Refund (x) required to be paid over by any Group Company (Returns of Purchaser or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Companythe Acquired Companies, except as specifically provided in Section 9.1) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing DateClosing. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller From and after the Closing Date, AT&T shall be entitled to be paid the amount of any Income Tax refunds (or any Tax credits received or realized in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for cash or as a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with , from a Governmental Entity by Buyer and Blocker in respect to of Pre-Closing Taxes or Special Taxes that are actually paid by a Group Company prior to the Closing Date or included indemnified by AT&T pursuant to Section 8.2, in each case along with any interest paid by the final calculation of the Closing Statement relevant Governmental Entity with respect thereto (any such Income Tax refund or credit in lieu thereofeach, a “Tax Refund”); providedprovided that, however(i) the amount of any Tax Refund shall be net of any Taxes or other costs of Buyer and its Affiliates attributable to obtaining, that Seller receiving, distributing or paying over such Tax Refund, and (ii) AT&T shall not be entitled to the amount of any Tax Refund to the extent such Tax Refund (x) arises as the result of a carryback of a loss or other Tax benefit arising in a Post-Closing Tax Period or (y) is required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of third party pursuant to a Contract in existence prior to the Closing (other than this Agreement) ). Buyer shall pay to AT&T the amount of any Tax Refund to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller AT&T is entitled to pursuant to this Section 8.6.1 6.6(d) within ten five (105) Business Days of the actual after receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refundtax credit, the Due Date for the filing utilization of such tax credit to offset a Tax Return that reflects otherwise then due, thereof. At the actual reduction in Taxes resulting from such credit). (c) The Group Companies request of AT&T, Buyer shall use its commercially reasonable efforts to promptly obtain (or cause to be obtained) including by carrying back any reasonably available Tax Refunds with respect to any applicable attributes from a Pre-Closing Tax Period Income into an earlier Pre-Closing Tax Return by filing, or causing Period to file, any such generate Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant Refunds to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by Law) to realize any Tax Refund giving rise to amounts payable for the benefit of AT&T under this Section 6.6(d) and to cooperate with AT&T in obtaining such Tax Refunds. To the extent any Refund paid to AT&T is subsequently disallowed or required to be returned to the applicable LawGovernmental Entity, AT&T agrees to promptly repay the amount of such Tax Refund, together with applicable interest and penalties, if any, to Buyer or its designee.

Tax Refunds. (a) Seller The Securityholders shall be entitled to any refunds of income Taxes actually received by the amount Company and its Subsidiaries attributable to any Pre-Closing Tax Period that ends on December 31, 2019 or the Closing Date (in the case of a Straddle Period, as determined pursuant to Section 6.05) (treating as actually received any Income such Tax refunds (which are not received but are instead credited against Taxes of the Company or any Tax credits received in lieu thereof its Subsidiaries attributable to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller the amount of such Tax Refund shall not be entitled to net of (i) any related expenses reasonably incurred in connection with the preparation and filing of any Tax Return giving rise to such Tax Refund, (ii) the amount of such Tax Refund (x) required attributable to be paid over by any Group Company (an asset included in the calculation of Closing Working Capital or any Affiliate thereof) to any Person under a provision the carryback of a Contract (net operating loss or other than this Agreement) to which such Person was Tax attribute from a party prior to the ClosingPost-Closing Tax Period, (yiii) resulting from any employer Taxes incurred by the payment of Income Taxes by Buyer Company or any of its Affiliates (including any Group Company) made after the Closing Date Subsidiaries in connection with payments pursuant to Section 2.11, except to the extent a different Tax Refund has already been netted against such Income Taxes were not included in the final calculation of the Closing StatementTaxes, and (ziv) resulting from any Taxes described in Section 8.02(e) not already recovered pursuant to the provisions in Article VIII at the time such Tax Refund is paid over to Securityholders in accordance with this Section 6.03, except to the extent a carryback of different Tax Refund has already been netted against such Taxes; provided, further, that if a Tax attribute from Refund is netted against any period ending after Taxes described Section 8.02(e), such Taxes shall be treated as having been paid by the Closing Date. (b) Buyer shall promptly paySecurityholders for purposes of Article VIII; provided, further, that if and to the extent the value of Parent Common Stock is directly or cause indirectly relevant to be paid, over to Seller by wire transfer the determination of immediately available funds the amount of any Tax Refunds that Seller is entitled to pursuant to Refund, solely for purposes of this Section 8.6.1 within ten (10) Business Days 6.03, the amount of the actual receipt of the such Tax Refund giving rise shall be reduced to Buyer’s obligation the extent necessary to make a payment pursuant ensure that such Tax Refund does not exceed the amount that would have been received had such Tax Refund been determined based on the Parent Stock Signing Price. Parent shall pay to Section 8.6.1 with respect thereto the Company Representative (or, in for distribution to each Securityholder on Pro Rata Share basis) as additional consideration the case amount of a credit in lieu any such Tax Refund within fifteen (15) days of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies receipt thereof or entitlement thereto. Parent shall use commercially reasonable efforts to promptly obtain (or cause the Company to be obtained) any reasonably available make all filings and take all actions necessary to secure such Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Datepossible. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller Any Tax refunds that are received by Buyer or by Target, and any amounts credited against Taxes to which Buyer or Target become entitled, that relate to Tax periods ending on or before the Closing Date shall be entitled for the account of Seller, and Buyer and Target shall pay over to Seller, for distribution to Seller pro rata, any such refund or the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes within fifteen (15) days after receipt or entitlement thereto. Buyer shall, if Seller so requests and at Seller's expense, cause Target to file for a Post-Closing Tax Period) that are actually received by Buyer, and obtain any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of refund to which any Group Company Seller is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with entitled under this Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”10(b); provided, however, provided that Seller shall not be entitled file to obtain any refund that would have the effect of increasing any Tax Refund (x) required to be paid over by liability of Target for any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any taxable period ending after the Closing Date. (b) Date without obtaining Buyer's consent, which consent shall not unreasonably be withheld. Buyer shall promptly pay, or cause permit Seller to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of represent Target before the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds relevant taxing authority with respect to any applicable Pre-Closing Period Income Tax Return by filingsuch refund claim, or causing to file, provided that Seller (i) shall keep Buyer informed regarding the progress and substantive aspects of any such refund claim, and (ii) shall not compromise or settle any such refund claim if such compromise or settlement would have the effect of increasing any Tax Returns liability of Target for any taxable period ending after the Closing Date without obtaining Buyer's consent, such consent not to be unreasonably withheld. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Taxes by a taxing authority to Buyer or Target of any amount accrued on the books of Target as promptly as practicable after of the Closing Date, in each caseBuyer shall pay such amount to Seller, as finally resolved pursuant for distribution to Seller, pro rata, within fifteen (15) days after receipt or entitlement thereto. In the provisions event that any refund or credit of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form Taxes for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as which a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller payment has been made pursuant to this Section 8.6.1 10(b) is subsequently reduced or disallowed, Seller shall indemnify and hold harmless Target for any Taxes assessed against Target (except for any penalties that would otherwise be included as an adjustment to purchase price to part of such Taxes, unless such refund was sought at the maximum extent permitted request of Seller) by applicable Lawreason of the reduction or disallowance.

Tax Refunds. Any Tax refunds that are received by the Parent, the Blockers or the Group Companies, and any amounts credited against Tax to which the Parent, the Blockers or the Group Companies become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date, including as a result of the Transaction Deductions (a) Seller such refunds or credits, “Pre-Closing Tax Refunds”), shall be entitled for the account of the Securityholders (and the Parent shall promptly notify the Representative of the existence thereof), and the Parent, at the request of the Representative to the Surviving Company, shall pay over, or cause to be paid over, to the Representative for disbursement to the Securityholders in accordance with their respective Pro Rata Percentages any such refund or the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu within ten (10) days after receipt thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyeror entitlement thereto. Notwithstanding the preceding sentence, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period Refund attributable to an Aquiline Blocker shall be solely for the account of Aquiline and any Pre-Closing Tax Refund attributable to the New York Life Blocker shall be solely for the account of New York Life. The Parent agrees to carryback any net operating loss arising in any Tax period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with Date. With respect to Taxes paid by a Group Company prior to the any Pre-Closing Date or included in the final calculation Tax Refunds of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be Group Companies for which the Securityholders are entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (1010.03(d) Business Days of the actual receipt of the and for which Parent, a Blocker or a Group Company must file a Tax Refund giving rise Return not otherwise required to Buyer’s obligation be filed to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a claim any such Tax refund, the Due Date for Representative shall have the filing of a right to (A) cause such Tax Return that reflects (including the actual reduction in Taxes resulting from such creditpreparation of IRS Forms 4466 (Corporation Application for Quick Refund of Overpayment of Estimated Tax). , 1139 (cCorporation Application for Xxxxxxxxx Xxxxxx), xx 0000X (Amended U.S. Corporation Income Tax Return), and any other forms under federal, state, local or foreign law) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtainedprepared (with the reasonable cooperation of the Parent, the Blockers or any Group Company, as applicable), and (B) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income provide such Tax Return by filingto the Parent for review and approval, which approval may not be unreasonably withheld, conditioned, or causing to file, any delayed. The Parent shall promptly cause such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant Return to the provisions of Section 8.6.2; provided, however, that the Group Companies be filed and any resulting refund shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made paid pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law10.03(d).

Tax Refunds. (a) Seller Promptly after the Closing Date, Acquiror shall, and shall be entitled cause each Subsidiary and the Surviving Corporation to, use commercially reasonable efforts to the amount obtain a refund of any Income Tax refunds amounts paid by the Company for taxable periods (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodportion thereof) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date in respect of federal and state corporate income tax for the Company's fiscal years ended June 30, 1995, June 28, 1996 and June 27, 1997 and any payments of estimated federal or included in state corporate tax for the final calculation Surviving Corporation's fiscal year ending June 27, 1997 (each, as estimated on Exhibit 1) or made during and attributable to the portion of such fiscal year ending on the Closing Date, that Acquiror, such Subsidiary or the Surviving Corporation shall be entitled to claim as a result of (i) the conversion of the Closing Statement Options (whether by exercise or cancellation, at the option of the holder thereof) into the right to receive a portion of Merger Consideration pursuant to the Merger Agreement, (ii) the payment of the Chalmers Payment, or (iii) any such Income Tax refund or credit in lieu thereof, combination of the foregoing (a “Tax "Refund”"); provided, however, that Seller shall not be entitled to the Holder Representative will waive the requirement that Acquiror, any Tax Subsidiary of Acquiror, or the Surviving Corporation apply for a Refund (x) required to be of amounts paid over by any Group Company (or any Affiliate thereof) to any Person under for state corporate income tax from a provision relevant taxing authority where the Holder Representative, after consulting with Acquiror, determines there is no reasonable likelihood of recovering a Contract Refund of at least $10,000 from such taxing authority, taking into account reasonable costs of pursuing such recovery (other than this Agreement) to which such Person was a party prior costs related to the Closingescrow arrangement described in this Section 1.6). Exhibit 1 sets forth the Refunds that the Company presently anticipates receiving. Acquiror and each Subsidiary of Acquiror shall make available, (y) resulting from or shall cause the payment Surviving Corporation to make available, to the Holder Representative, promptly upon request therefor, copies of Income Taxes by Buyer or any of its Affiliates Tax Returns (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statementreturn, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, statements or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to filereports, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (schedule or attachment thereto and any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion amendment thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.prepared

Tax Refunds. (ai) Subject to ‎Section 5.8(d)(iii), to the extent not taken into account in calculating the Closing Amounts, the Buyer shall, or shall cause the Company Entities to, pay the Seller shall be entitled to the amount of any Income cash Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces of Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group the Company is a member after the Closing, in each case, for Entities that arise with respect to any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, amount that is credited against the year in which an audit is settled or ultimately concluded) and net the amount of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation benefit of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds overpayment actually received with respect to any applicable Pre-Closing Tax Period Income Tax Return by filing, or causing to file, (including any such Tax Returns as promptly as practicable after amount that is credited against the Closing Date, year in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, which an audit is settled or ultimately concluded) that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for is applied in a taxable period (or portion thereof) beginning on or after the Closing Date (other than, in each case, refunds, credits or overpayments attributable to the carryback of losses, credits or similar items from a taxable period or portion thereof beginning on or after the Closing Date), in each case, net of any reasonable costs or Taxes incurred in connection therewith. Such payments shall be made within 15 days of receipt of any such refund or credit or application of any such overpayment by the Buyer or the Company Entities. All other refunds and credits shall be retained by the Buyer or the Company Entities. (dii) For applicable If, subsequent to the payment by Buyer to Seller of any refund or credit there shall be (A) a determination within the meaning of Section 1313 of the Code (or an analogous provision of state and local law) which results in a disallowance or a reduction of the refund or credit so carried forward or (B) a reduction or disallowance of any Tax purposes, Buyerrefund or credit, Seller and each of their respective Affiliates shall treat all payments repay to Buyer any amount which would not have been payable to the Seller made pursuant to this Section 8.6.1 as an adjustment ‎Section 5.8(d) had the amount of the payment been determined in light of such determination. (iii) Nothing in this ‎Section 5.8(d) shall require that Buyer make any payment with respect to purchase price any refund for a Tax (and such refunds shall be for the benefit of the Buyer and the Company Entities) that is with respect to (A) any refund of Tax paid after the Closing Date to the maximum extent permitted Seller has not indemnified Buyer or the applicable Company Entity for such Taxes or (B) any refund for Tax that gives rise to a payment obligation by any Company Entity to any Person under applicable LawLaw or pursuant to a provision of a contract or other agreement entered (or assumed) by any Company Entity on or prior to the Closing Date.

Tax Refunds. (a) Seller Any Tax refunds that are received by any Company Group member and any amounts credited against Tax to which a Company Group member becomes entitled that relate to any Taxes for which the Sellers are liable pursuant to Section 6.01(a), shall be entitled to for the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation account of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing DateSellers. (b) Subject to Section 6.06(d), any other Tax refunds and any other amount credited against Tax to which Buyer or the Sellers or any of their respective Affiliates become entitled or that relates to Taxes for which Buyer is liable pursuant to Section 6.01(a) shall promptly paybe for the account of Buyer and the Company Group. (c) Subject to Section 6.06(d), or cause each Party shall pay over to the other Party any cash refund required to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to paid pursuant to this Section 8.6.1 6.06 within ten (10) Business Days of days after the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (thereof or, in the case of Tax savings realized by a Party pursuant to this Section 6.06, at the time the Tax Return to which such credit in lieu of a refund, relates is filed by the Due Date Party responsible for the filing of a such Tax Return that reflects the actual reduction in Taxes resulting from such credit)Return. (cd) Notwithstanding anything to the contrary contained in this Section 6.06, the amount of any cash Tax refunds that are actually received by Buyer or any member of the Company Group (net of any costs, including Taxes, incurred by Buyer or such member of the Company Group in connection with the receipt thereof) that directly result from a final resolution of the items set forth on Section 6.06(d) of the Sellers Disclosure Schedules (which may be amended after the date hereof and until the Closing Date by the Sellers to add additional items, but only to the extent that such items are the subject of an administrative or judicial proceeding initiated prior to the Closing Date) shall be for the account of the Sellers, but only to the extent that such amount of cash Tax refunds were not reserved for or reflected in the Financial Statements. Buyer shall pay to the Sellers any such amounts within ten (10) days after receipt thereof. The Sellers, at their sole cost and expense, shall have the right to represent the interests of the members of the Company Group Companies with respect to such items, and the Sellers shall control any proceedings related to such items, in each case, consistent with and subject to the obligations and limitations set forth in Sections 6.02(a) and Section 6.05(b) herein. Buyer shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant deliver to the provisions of Section 8.6.2; provided, however, that Sellers any information or communication relating to such items received by Buyer from the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local relevant Brazilian Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing DateAuthorities. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. (a) Seller The Sellers shall be entitled to the amount of any Income Tax refunds (or any overpayment of Taxes with respect to a Pre-Closing Tax credits received in lieu thereof to the extent such Period that generates a credit in lieu thereof actually reduces of a refund and is applied to reduce Taxes for in a Post-tax period beginning after the Closing Tax PeriodDate and ending no later than three years after the Closing Date (an “Overpayment Credit”)) that are actually received by Buyer, any Group Company, the Purchaser or any of their respective its Affiliates, the Company or a consolidatedits Subsidiary attributable to Taxes paid by any Seller, combined, unitary, the Company or similar group of which any Group Company is a member after the Closing, in each case, for its Subsidiary with respect to any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net attributable to the carryback of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, items under Section 11.01(a)(v) above) to the extent attributable to (A) Taxes paid by or on behalf of any Seller, the Company or the Subsidiary prior to the Closing Date, (B) Taxes included as a liability in Net Working Capital (as finally determined hereunder) or (C) Taxes paid by any of the Sellers pursuant to Section 9.02(a)(iii), but excluding the carryback of any items arising in a period that is not a Pre-Closing Tax Period or any Taxes that are included as assets in Net Working Capital (as finally determined hereunder)). The Purchaser shall pay over to the Sellers any such Tax refund (or credit in lieu thereofOverpayment Credit) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the business days after (A) actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 such refund of Taxes and (B) with respect thereto (orto the utilization of any Overpayment Credit, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in the amount of any Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable paid for a taxable tax period (or portion thereof) beginning after the Closing Date. , in each case, net of any Taxes, costs or expenses incurred by the Purchaser or any of its Affiliates, the Company or its Subsidiary in connection with obtaining such Tax refund or Overpayment Credit that were not previously reimbursed by the Sellers. After the Closing, at the sole expense of the Sellers, the Purchaser shall cause the Company and its Subsidiary to continue to work in good faith and use their reasonable best efforts to diligently prosecute any Tax refund (dor Overpayment Credit) For applicable claims in order to legally maximize and obtain any such Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to refunds (or Overpayment Credits). To the maximum extent permitted by applicable Law, the Purchaser shall request, and shall cause the Company and its Subsidiary to request, a refund (rather than a credit in lieu of refund) with respect to all Pre-Closing Tax Periods, to the extent the Sellers are entitled to any such amount pursuant to the first sentence of this Section 11.01(a)(vi). In the event that any Tax refund (or Overpayment Credit) that has been paid to the Sellers pursuant to this Section 11.01(a)(vi) is subsequently denied by a Tax Authority, the Sellers shall promptly repay such amount (including any related interest or penalties imposed by such Tax Authority) to the Purchaser, the Company or its Subsidiary, as applicable.

Tax Refunds. (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Except to the extent such credit in lieu thereof actually reduces Taxes for a Post-Tax Refund 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, the Stakeholders will be entitled (as Merger Consideration) to any (1) U.S. federal income and any state income Tax Period) refunds that are actually received by BuyerParent, the Surviving Corporation or any Group Companyof its Subsidiaries, or any of their respective Affiliates, and any amounts credited against U.S. federal income and state income Tax to which Parent, the Surviving Corporation or a consolidated, combined, unitaryany of its Subsidiaries, or similar group any of which any Group Company is a member after the Closingtheir Affiliates, become entitled, in each case, for any that relate to, or that result from a carryback to another Pre-Closing Tax Period of any U.S. federal income and state income Tax attribute (including without limitation any net operating loss) from, (x) the 2015 Tax year and/or (y) (A) if the Closing Date is in 2016, the portion of the 2016 Tax year ending on the Closing Date, or (B) if the Closing Date or is in 2017, the 2016 Tax year and the portion of any Straddle Period the 2017 Tax year ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)Date, in each casecase together with any interest received thereon, and (2) any excess of estimated U.S. federal income and state income Taxes paid prior to Closing by the extent such Tax refund (Company or credit in lieu thereof) is any of its Subsidiaries over U.S. federal income and state income Taxes actually due with respect to Taxes paid by a Group the applicable Pre-Closing Tax Periods of the Company prior to the Closing Date or included and its Subsidiaries, together with interest received thereon (in the final calculation case of the Closing Statement (any such Income Tax refund or credit in lieu thereof1) and (2) above, each a “Tax Refund”); provided, however, that Seller shall not be entitled to the amount of any Tax Refund (x) required Refunds payable to the Stakeholders shall be paid over determined net of any reasonable costs incurred by any Group Company (Parent, the Surviving Corporation or any Subsidiary or Affiliate thereof) to in connection with obtaining such Tax Refund, including without limitation any Person under Tax. For purposes of this Section 10.01(b)(i), a provision Tax Refund arising as a result of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a loss or other Tax attribute from a Straddle Period will be treated as first attributable to a carryback from the pre-Closing portion of such Straddle Period to the full extent of any period ending after carryback that would have been available to be carried back had the Tax year ended on the Closing Date. . If a Tax Refund relates to a Straddle Period, it shall be apportioned between the Stakeholders, on the one hand, and the Parent, on the other hand, in the same manner as the allocation provided in Section 10.01(g). Parent will pay to the Exchange Agent as Merger Consideration for distribution to the Stockholders and to the Surviving Corporation as Option Consideration Cash for distribution to the Optionholders (b) Buyer shall promptly paynet of the amount, or cause if any, required to be paidwithheld under applicable Tax law with respect to such payment) on a pro rata basis consistent with Section 2.11 any such Tax Refund, over to Seller by wire transfer the amount of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 such credit or the amount of such excess, within ten (10) Business Days 30 days of the actual receipt of the such Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (Refund, or, in the case of a credit in lieu an overpayment of a refund, the Due Date for the filing of estimated Taxes that is not received as a Tax Refund, at the earlier of the time a payment of subsequent Taxes (including without limitation estimated Taxes) is reduced by reason of such overpayment or at the time of filing any Tax Return that reflects the actual reduction on which such overpayment results in a lower amount of Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds payable with respect to the relevant period (by reason of having previously overpaid estimated Taxes) than would otherwise have been payable for such period. For purposes of this Agreement, a Tax Refund will be considered to be actually received by any applicable Pre-Closing Period Income Person when it is received in cash as a Tax Return by filingRefund, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit when it is credited against Taxes payable for a taxable period (or portion thereof) beginning after the Closing DateTax. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.