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. (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. (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. (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. 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. (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 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. 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 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. 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. (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. (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. 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. 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. (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. 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 any Income Tax refunds (or and any credits claimed against Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for of a Post-Closing Tax Periodrefund) 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 Acquired Companies receives that relates to any Pre-Closing Tax Period ending on and Buyer shall (subject to the Closing Date terms of this Section 8.6) cause each of the Acquired Companies to pay over to Seller any such refund or the portion amount of any Straddle Period ending on the Closing Date such credit within thirty (determined in accordance with Section 8.6.4), including any 30) days after receipt of 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”)application of such credit; provided, however, provided that (i) Seller shall not be entitled to any such 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 refund that is attributable 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 loss 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, Attribute arising 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 to the extent such Tax refund is taken into account as a current asset in the final determination of the Working Capital Amount; (dii) For applicable Seller shall only be entitled to such Tax purposes, Buyer, Seller and each refunds that are refunds of their respective Affiliates shall treat all payments Taxes of the Acquired Companies that were paid on or prior to the Closing Date or for which a liability was taken into account in the final determination of the Working Capital Amount or for Taxes for which any Buyer Indemnitee was indemnified under Article 7; (iii) the amount of any such Tax refund to be paid to Seller made hereunder shall be net of all Taxes and reasonable out-of-pocket costs incurred by the Acquired Companies in connection with obtaining such Tax refund and (iv) any Tax refund or credit with respect to Taxes for any Straddle Period shall be equitably apportioned consistent with the apportionment of Pre-Closing Taxes as set forth in the definition of such term. Upon the request and at the expense of Seller, Buyer shall cause the Acquired Companies to file a claim for refund of any Taxes, including through the filing of amended Tax Returns or otherwise in such form as Seller may reasonably request, to which Seller would be entitled pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law8.6.

Tax Refunds. Any Tax refund (aor similar credit or offset against Taxes) of the Company with respect to any Seller Indemnified Taxes (a “Seller Tax Refund”) that is actually received in cash (or, in the case of credits or offsets against Taxes, actually utilized to offset payable cash Taxes) after the Closing Date shall be entitled to for the amount account of any Income Tax refunds (or any Tax credits received in lieu thereof Seller, except to the extent such credit Seller Tax Refund is taken into account in lieu thereof actually reduces Taxes for calculating the Tax Liability Amount or taken into account as a Post-“current asset” in the determination of Closing Tax Period) that are actually received by BuyerWorking Capital; provided, 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 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 caseshall, to the extent such permitted by applicable Law, first use any Tax refund (credits or credit in lieu thereof) is with respect Tax offsets generated by Seller Indemnified Taxes to offset payable cash Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (Company before using any other Tax credits or Tax offsets to offset such Income Tax refund or credit in lieu thereofpayable cash Taxes of the Company. The Company shall use commercially reasonable efforts to timely file for, a “and diligently pursue, each Seller Tax Refund”); provided, however, that Seller . Purchaser 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 an amount equal to any such Seller Tax Refund (less any costs and expenses (including Taxes) borne by wire transfer of immediately available funds any Purchaser, its Affiliates or the Company incurred in filing, pursuing and obtaining each such Seller Tax Refunds that Refund) to which Seller is entitled to pursuant to under this Section 8.6.1 6.18(l) within ten (10) Business Days of days after receipt or utilization thereof. Notwithstanding 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 (orforegoing, 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 Seller shall not be required entitled to file IRS Form 4466 payment under this Section 6.18(l) for any Tax refund attributable to (i) any loss, credit or any comparable form for state or local other Tax purposes). The Group Companies shall not elect to apply any applicable attribute arising in a Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning commencing after the Closing Date. , or (dii) For applicable the carryback of any such loss, credit or other Tax purposes, Buyer, attribute arising in a Tax period (or portion thereof) commencing after the Closing Date. Any Tax refunds (or similar credit or offset against Taxes) relating to any Straddle Period shall be equitably apportioned between Purchaser and Seller and each in accordance with the principles of their respective Affiliates shall treat all payments Section 6.18(a). In the event any Seller Tax Refund paid to Seller made pursuant to this Section 8.6.1 as an adjustment 6.18(l) is subsequently disallowed or required to purchase price be repaid to the maximum extent permitted by applicable LawGovernmental Entity, Seller shall promptly repay to Purchaser the amount of such Seller Tax Refund previously paid to Seller.

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. (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. (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. (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. 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) 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. 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 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. 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 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. (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. 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. (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 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 Paradigm will be entitled to the amount any refund of any Income Tax refunds (imposed on or any Tax credits received in lieu thereof with respect to the extent such credit in lieu thereof actually reduces Taxes for Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest and borne by Paradigm with respect to a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliatesperiod, or a consolidatedportion thereof, combined, unitary, ending on or similar group prior to the end of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending day on the Closing Date Date. Pipeline LLC will be entitled to any refund of Tax imposed on or with respect to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest with respect to any Tax period, or portion of any thereof, beginning after the Closing Date. Refunds for a Straddle Period ending on will be apportioned to the period through the end of the Closing Date (determined and allocated to Paradigm and to the period beginning after the Closing Date and allocated to Pipeline LLC based on the methodology set forth in accordance Section 8.1(a) for Straddle Periods. Each of Paradigm and Pipeline LLC will reasonably cooperate 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 the other in connection with obtaining such any refund of Tax refunds (as provided in this Section 8.4. If either Paradigm or credits in lieu thereof)Pipeline LLC receives a refund to which the other is entitled, in each case, the entity receiving the refund will pay it to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior other entitled 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 after receipt. PSXP will be entitled to any refund 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 (imposed on or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return the Mountrail Interests or PSXP Assets and borne by filingPSXP with respect to a period, or causing portion thereof, ending on or prior to file, any such Tax Returns as promptly as practicable after the end of the day on the Closing Date, in each case, as finally resolved pursuant . Terminal LLC will be entitled to any refund of Tax imposed on or with respect to the provisions of Section 8.6.2; providedMountrail Interests or PSXP Assets for any Tax period, 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. Refunds for a Straddle Period will be apportioned to the period through the end of the Closing Date and allocated to PSXP and to the period beginning after the Closing Date and allocated to Terminal LLC based on the methodology set forth in Section 8.1(c) For applicable for Straddle Periods. Each of PSXP and Terminal LLC will reasonably cooperate with the other in connection with obtaining any refund of Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to as provided in this Section 8.6.1 as an adjustment 8.4. If either PSXP or Terminal LLC receives a refund to purchase price which the other is entitled, the entity receiving the refund will pay it to the maximum extent permitted by applicable Lawother entitled to the refund within ten (10) Business Days after receipt.

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 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. (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. 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. Any Tax refunds that are received by the Buyer or the Company to which the Buyer or the Company or a Subsidiary becomes entitled that relate to Tax liability of the Company or its Subsidiaries for either (ai) Seller shall be entitled a Pre-Closing Tax Period (including those attributable to the amount Transaction Tax Deductions) or (ii) Straddle Periods of any Income Tax refunds (the Company or any Tax credits received in lieu thereof a Subsidiary to the extent such credit refunds relate to the pre-Closing portion of the Straddle Period, will be for the sole account of the Stockholders and Optionholders, except to the extent such refund resulted from the carryback of any net operating loss or other tax attribute generated 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 Stockholders and Optionholders shall not be entitled to any Tax Refund refunds (x) required after the Expiration Date or such other time at which Buyer becomes no longer entitled to be paid over by any Group Company indemnification in respect of such Taxes under Article X (taking into account the limitations set forth therein) 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 in respect 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 amounts that 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) Adjusted Merger Consideration. The Buyer shall promptly will pay, or cause to be paid, over to Seller by wire transfer the Representative (on behalf of immediately available funds the Stockholders and Optionholders) any Tax Refunds that Seller is such refunds to which the Stockholders and Optionholders are entitled to pursuant to this Section 8.6.1 6.08(k) within ten (10) Business Days days after receipt or entitlement thereto. Buyer will, (A) upon the written request of the actual receipt Representative and at the expense of the Representative (on behalf of the Stockholders and Optionholders), file Tax Refund giving rise Returns, including amended Tax Returns to Buyer’s obligation obtain any such refunds, (B) take commercially reasonable action requested in writing by the Representative to make obtain any such refunds, and (C) elect, and cause the Company and its Subsidiaries to elect, to receive a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of Tax 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 refund with respect to any applicable all Pre-Closing Period Income Tax Return by filingPeriods to the extent such election is available under applicable Law. For the avoidance of doubt, this Section 6.08 does not entitle the Stockholders or causing the Optionholders to fileany Tax refund realized from the carryforward of net operating losses, any such Tax Returns as promptly as practicable after credits or other tax items existing prior to 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 Post-Closing 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 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. (a) The New Seller Subsidiary 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) thereof), including any interest received from any Taxing Authority with respect thereto, that are actually received by BuyerPurchaser, any Group CompanyCompany or any other Affiliate of Purchaser (each, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member “Tax Benefit Party”) after the Closing, Closing Date in each case, for respect of any Pre-Closing Tax Period ending on (any such Tax refund or credit, a “Tax Refund”); provided that Tax Refunds will exclude any (i) refunds (or credits) with respect to Taxes (x) subject to indemnification pursuant to Section 8.03(a) to the extent such refunds (or credits) reduce the amount of indemnification pursuant to Section 8.03(a) or (y) subject to indemnification pursuant to Section 8.03(b), (ii) any refund (or credit) resulting from any net operating loss (or similar Tax asset) that initially arose after the Closing Date or the portion of any Straddle Period ending on that is carried back from a Tax period beginning after the Closing Date to a Pre-Closing Tax Period, (determined iii) any refund (or credit) arising from the payment of any Taxes to the extent such Taxes are Purchaser CODI Taxes, and (iv) any refunds (or credits) that are required to be paid to a third-party pursuant to any Contract entered into by a Group Company prior to the Closing (other than this Agreement) and Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) actually pays such refunds (or credits) to such third-party pursuant to such Contract and provides to Seller evidence of such payment reasonably satisfactory to Seller. Purchaser shall pay, or cause to be paid, over to the New Seller Subsidiary, by wire transfer of immediately available funds, any such amounts that the New Seller Subsidiary is entitled to pursuant to this Section 5.07(l) within five Business Days after the actual receipt of such Tax Refund (or with respect to any Tax Refund that is a Tax credit received in accordance with Section 8.6.4lieu of a Tax refund, on the filing of the applicable Tax Return), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of (A) any incremental Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining or receiving such Tax refunds Refund and (B) any Losses subject to indemnification pursuant to Section 8.01 or credits in lieu thereof), in each case, Section 8.03(a) to the extent such Tax refund (Losses have not already been indemnified by Seller 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”)New Seller Subsidiary; 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 reduction 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 as a result of this clause (B) shall constitute a dollar-for-dollar indemnity payment by Seller pursuant to Section 8.6.1 with respect thereto (or8.01 or Section 8.03(a), 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 as applicable. Purchaser shall use (and shall cause each other applicable Tax Benefit Party to 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, Refund upon the reasonable request of Seller 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 DateNew Seller Subsidiary. (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. (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 shall be entitled to the amount of any Income Any Tax refunds that are received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the end of the Closing Date) by Buyer 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 Buyerof its Affiliates (including, 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 following the Closing, in each casefor the avoidance of doubt, the Acquired Companies), and any amounts credited against any Tax 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 and are either (x) received or otherwise realized prior to the Closing Date Tax Claim Expiration Time, or (y) prior to the portion of any Straddle Period ending on Tax Claim Expiration Time, the Closing Date (determined in accordance Sellers Representative makes a written request to Buyer with Section 8.6.4), including any reasonable specificity regarding the basis for such Tax refunds resulting from any Transaction refund or 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)credit claim, in each case, shall be for the account of the Selling Securityholders, and Buyer shall pay over to the extent Selling Securityholders’ account as additional consideration payable under this Agreement, any such refund or the amount of any such credit (the amount of such refund or credit, the “Tax refund Refund Amount”) within fifteen (15) days after receipt or credit in lieu thereofentitlement thereto, as follows: (i) is with respect to Taxes paid by a Group Company prior to the Closing Date or included Paying Agent (A) an amount equal to the product of (1) the Tax Refund Amount multiplied by (2) Aggregate Seller Ownership Percentage (for further distribution to each Company Stockholder an amount in cash equal to (x) such Company Stockholder’s Company Shares Pro Rata Fraction multiplied by (y) the final calculation aggregate amount paid to the Paying Agent pursuant to this clause (A)) and (B) an amount equal to the product of (1) the Tax Refund Amount multiplied by (2) the Aggregate Non-Employee Optionholder Percentage (for further distribution to each Non-Employee Optionholder an amount in cash equal to (x) such Non-Employee Optionholder’s Non- Employee Options Pro Rata Fraction multiplied by (y) the aggregate amount paid to the Paying Agent pursuant to this clause (B)) and (ii) to the applicable Acquired Company an amount equal to the product of (A) the Tax Refund Amount multiplied by (B) the Aggregate Employee Optionholder Percentage (for further distribution to each Employee Optionholder an amount in cash equal to (1) such Employee Optionholder’s Employee Options Pro Rata Fraction multiplied by (2) the aggregate amount paid to the applicable Acquired Company pursuant to this clause (ii), through the payroll processing system of the Closing Statement (any such Income applicable Acquired Company in accordance with standard payroll practices net of applicable Tax refund or credit in lieu thereof, a “Tax Refund”withholding and deductions); provided, howeverthat (I) in no event shall the aggregate payment obligation under this Section 6.2(b) exceed the Tax Refund Amount and (II) as a condition to Buyer’s and Paying Agent’s obligation to make such distributions, the Sellers Representative shall first deliver to Buyer an Updated Allocation Schedule setting forth the portion of the Tax Refund Amount deliverable to each Company Stockholder and Optionholder; provided, further, that Seller that the Selling Securityholders’ entitlement to such amounts shall not be entitled to net of 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 actually incurred by Buyer or any of its Affiliates (including the Acquired Companies) to obtain such refund or credit and any Group Companyreasonable out-of-pocket expenses that Buyer, the Acquired Companies or any of their Affiliates actually incur (or has incurred or will incur) made after to obtain such refund or credit. At the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing StatementSellers Representative’s written request, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly paytimely and properly prepare, or cause to be paidprepared, 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 (orand file, 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) filed, any reasonably claim for refund, amended Tax Return, or other Tax Return required to obtain any available Tax Refunds with respect to refunds from 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 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. (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.

Tax Refunds. The Buyer and the Company shall (aand they shall cause the Subsidiaries 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 reasonably request, at the cost and expense of the Sellers (in accordance with their Applicable Total Percentages). Without duplication for any Income payments made pursuant to Section 11.03, 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 the Buyer, any Group Company, the Company or any of their respective Affiliatesits Subsidiaries, and any credits that actually reduce the Buyer’s, the Company’s or a consolidatedany of its Subsidiaries’ cash Tax liability, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, that relate to Taxes for any Pre-Closing Tax Period ending on (in each case other than refunds or credits (i) attributable to losses, deductions or other Tax items carried back from a period after the Closing Date or the portion of any Straddle to a Pre-Closing Tax Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any other than Transaction Tax Deductions, and net Deductions for the avoidance of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds doubt) or (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereofii) is with respect relating to Taxes that were not paid or deemed paid (including by a Group Company prior to the Closing Date or included way of inclusion in the final calculation of the Final Adjusted Purchase Price) by the Sellers or, in a Pre-Closing Statement Tax Period, by the Company or any of its Subsidiaries) (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 11.07. To the extent an accrual or reserve for a Tax included in the Closing Date Working Capital (as finally determined pursuant to Section 2.04) exceeds the amount of Taxes actually paid with respect to such item, howeverthe excess shall be treated as a Tax Refund for the benefit of Sellers under this Section 11.07. For the avoidance of doubt, that Seller shall not be entitled any refund or credit resulting from or relating to any Tax Refund asset or Tax attribute (xincluding without limitation Tax basis and net operating loss carryovers, but excluding Transaction Tax Deductions) required to be paid over by any Group of 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 Subsidiaries, whether or not arising in or from a Pre-Closing Tax Period, shall not be a Tax Refund. Promptly but in no event later than twenty (including any Group Company20) made after the Closing Date to the extent such Income Taxes were not included in the final calculation days of the Closing Statementdate on which the Buyer, and (z) resulting from a carryback the Company or any of its Subsidiaries receives a Tax attribute from any period ending after Refund: (a) the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer the Sellers’ Representative (for further payment as provided below) the amount of immediately available funds such Tax Refund. Promptly, and in any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 event within ten two (102) Business Days of the actual Days, after receipt of such Tax Refund, but subject to Section 13.02, the Sellers’ Representative shall pay each Seller an amount equal to such Seller’s Applicable Total Percentage of such Tax Refund giving rise (less any portion thereof that the Company or its Subsidiaries are required to Buyer’s obligation withhold under applicable Law, which amounts the Sellers’ Representative shall pay 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 creditCompany or its Subsidiaries as applicable). (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 (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 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 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. (aA) The Seller shall be entitled to the amount of any Income Tax refunds or credits (that result in an actual reduction in cash Taxes) that are received by the Purchaser or the Group Companies attributable to Taxes paid by the Seller or the Group Companies with respect to any Pre-Closing Tax Period or any Taxes for which the Seller has indemnified the Purchaser; provided, that Sellers shall not be entitled to any such Tax refunds or credits received in lieu thereof to the extent that (i) such credit Tax refunds or credits are taking into account in lieu thereof actually reduces Taxes for calculating the Closing Payment Shares, (ii) such Tax refunds or credits result from a loss carry-back 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 the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any iii) 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, are used by Purchaser to the extent such Tax refund (or credit in lieu thereof) is with respect recover its right to Taxes paid by a Group Company prior indemnity pursuant 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 . The Purchaser shall promptly pay, or cause to be paid, over to the Seller any such refund or the amount of any such credit, net of any costs incurred by wire transfer Purchaser in obtaining such Tax refunds or credits, within five (5) Business Days after actual receipt of immediately available funds such refund or actual realization of such credit against Taxes. Purchaser and Seller will equitably apportion any Tax Refunds that Seller is entitled refunds or credits (including any interest received thereon) received or realized with respect to Taxes imposed on or with respect to any Group Company for a Straddle Period in a manner consistent with the principles set forth in Section 6.15(d). If any such Tax refund or credit in respect of which a party made a payment to the other party pursuant to this Section 8.6.1 within ten (106.15(e) Business Days is subsequently disallowed or reduced, such other party shall promptly repay the amount of such Tax refund or credit received, to the actual receipt of extent disallowed or reduced, to the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 party that made such payment, together with respect thereto (orany interest, in penalties or other charges imposed thereon by the case of a credit in lieu of a refundapplicable Taxing Authority. After the Closing, the Due Date for Purchaser shall cause the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall to continue to work in good faith and use commercially reasonable efforts to promptly diligently prosecute any Tax refund claims in order to maximize and 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 Daterefunds or credits, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, provided that the Group Companies Purchaser shall not be required to file IRS Form 4466 (prosecute any claims related to Tax refunds or credits if Purchaser reasonably determines it would increase the Tax Liabilities of a Group Company in a Post-Closing Tax Period or otherwise result in any other material adverse Tax consequences to Purchaser, any Group 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 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 LawAffiliates.

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 The Sellers will be entitled to the amount all refunds, credits for overpayment of any Income Taxes or reductions of 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, TangenX for any Pre-Closing Tax Period ending on Period. If the Closing Date Purchaser or the portion TangenX receives any refund, credit for overpayment of Taxes or benefit from any Straddle Period ending on the Closing Date (determined reduction in accordance with Tax to which TangenX is entitled pursuant to this Section 8.6.45.3(e), the Purchaser or TangenX will promptly pay the amount of such refund (including any such interest received from a taxing authority thereon), credit or reduction in Tax refunds resulting from any Transaction Tax Deductionsto the Sellers, and net of the amount of any Taxes and reasonable out-of-pocket expenses incurred that the Purchaser, TangenX or any Affiliate thereof incur with respect to such refund, credit or reduction in connection with obtaining such Taxes. In the event that any Tax refunds (refund or credits in lieu thereofcredit is subsequently determined by any taxing authority to be less than the amount paid by the Purchaser, TangenX or any of their Affiliates to the Sellers pursuant to this Section 5.3(e), the Seller shall promptly return any such disallowed amount (plus any interest or penalties in each case, respect of such disallowed amount owed to any taxing authority) to the extent such Purchaser. Notwithstanding the foregoing, nothing in this Section 5.3(e) shall require that the Purchaser, TangenX or any of their Affiliates make any payment with respect to any Tax refund (or credit in lieu thereofand such refund shall be for the benefit of the Purchaser) that is with respect to Taxes paid by a Group Company prior to (i) any refund 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. , (dii) For applicable any refund resulting from the payment of Taxes made on or after the Closing Date to the extent the Sellers have not borne such Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments or otherwise have not indemnified the Purchaser or TangenX for such Taxes or (iii) any refund that gives rise to Seller made a payment obligation by TangenX to any Person under Applicable 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 TangenX on or prior to the maximum extent permitted by applicable LawClosing Date.

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. (a) Seller shall be entitled to the amount of any Income Any Tax refunds (or amounts credited against Tax that are received or realized by the 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 shall be for the account of the Fully Diluted Common Holders; it being understood that any loss generated in any Pre-Closing Tax Period that is applied in or in respect of a taxable period beginning after 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 shall not constitute 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 “against Tax Refund”); provided, however, that Seller is for the account of the Fully Diluted Common Holders. Buyer shall not be entitled cause the Company to pay any such Tax Refund (x) required to be paid over by any Group Company (refund or any Affiliate thereof) to any Person under a provision the value 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 credit against Tax received or any of its Affiliates (including any Group Company) made realized after the Closing Date to the extent such Income Taxes were not included in Paying Agent (for payment to the final calculation of the Closing Statement, and (zFully Diluted Common Holders) 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 no later than ten (10) Business Days after receipt thereof); provided, that Buyer shall cause any such amounts attributable to Persons holding Company Stock Option or a Company RSU immediately prior to the Merger to be paid through the Company’s payroll system (with reduction for any applicable withholding required by applicable Law). Notwithstanding the foregoing, (x) if any Tax refund or credit against Tax giving rise to any payment to the Paying Agent (for payment to the Fully Diluted Common Holders) is subsequently disallowed or reduced, the Fully Diluted Common Holders shall indemnify and hold harmless (solely from the Indemnity Escrow Account or pursuant to the set-off provision in Section 2.10(c)) the Buyer Indemnified Parties from and against any Tax to them that is attributable to such disallowance or reduction in accordance with Article XI, and (y) no such Tax refund or credit against Tax shall be paid to the Paying Agent (for payment to the Fully Diluted Common Holders) during the pendency of any Tax Contest to the actual receipt extent of any potential Tax Claim. The Buyer Indemnified Parties shall be, upon final resolution of such Tax Claim, be entitled to set-off the Tax refund or credit against Tax against all or a portion 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)Claim. (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 (aand any interest paid by a Taxing Authority thereon) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits actually received in lieu thereof to cash or as a credit against current cash Taxes otherwise due and payable by Parent, 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, Surviving Corporation or any of their respective Affiliates, Affiliates that relate to a Tax actually paid by the Company 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 or any Taxes which the Indemnifying Securityholders have borne under Article 9 will be for the account of the Indemnifying Securityholders, except to the extent such Tax refund was taken into account in the calculation of the Merger Consideration as finally determined or resulted from the carry back of a net operating loss or other Tax attribute or Tax credit that was economically generated after the Closing Date Date. Buyer will pay or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including cause to be paid any such Tax refunds resulting from any Transaction refund to the Paying Agent for further distribution to the Indemnifying Securityholders within 30 days of the later of the receipt thereof or the filing of all Tax DeductionsReturns for the Pre-Closing Tax Periods, and net of any Taxes imposed on such refund and all reasonable out-of-pocket costs and expenses incurred in connection by Parent, the Surviving Corporation or any of their Affiliates with obtaining such Tax refunds (or credits in lieu thereof), in each case, respect to the extent their receipt of such Tax refund (or credit in lieu thereof) is with respect and related interest), and offset and reduced by the Indemnifying Securityholders’ outstanding and unpaid liability for Pre-Closing Taxes pursuant to Taxes Section 9.2(i). To the extent any Tax refund 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 Indemnifying Securityholders pursuant to this Section 8.6.1 within ten 6.11(h) is subsequently disallowed or required to be returned to the applicable Taxing Authority, such obligation (10including any associated penalties or interest) Business Days will be treated as a Pre-Closing Tax for purposes of Section 9.2(i). For the actual receipt avoidance of the Tax Refund giving rise doubt, as set forth in Section 6.1(c)(xvi), Parent’s written consent, not to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (orbe unreasonably withheld, in the case of a credit in lieu of a refundconditioned or delayed, the Due Date will be required for the filing of any amended Tax Returns or other material Tax Returns of the Company or any Subsidiary on or after the date hereof in which a Tax Return that reflects the actual reduction in Taxes resulting from such credit)refund is claimed. (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 Equity Holders shall be entitled to the amount of any Income federal income Tax refunds and overpayments (or including any interest in respect thereof), and any other Tax credits received in lieu thereof to Refunds and overpayments as may be identified 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, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the ClosingShareholders’ Representative, in each case, for that are received by Buyer or the Surviving Corporation and that are attributable 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)a Group Company, 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 overpayment 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 or such refund or overpayment was included as an asset in the calculation of Closing Net Working Capital that is reflected on the Post-Closing Statement; provided that the Equity Holders shall not be entitled to any such Tax refund or overpayment that is received by the Buyer or the Surviving Corporation more than three (3) years after the Closing Date. . Buyer shall, or shall cause the Surviving Corporation to, within ten (d10) For days of the receipt of any such refund or entitlement to such overpayment, (A) deposit with the Paying Agent an amount necessary to pay each Equity Holder its Pro-Rata Portion of such refund or overpayment, and (B) deliver to the Surviving Corporation, for distribution to each former Company Option Holder and Company Restricted Stock Unit Holder through the Surviving Corporation’s payroll system, such holder’s Pro-Rata Portion of such refund or overpayment. Buyer shall reasonably cooperate with the Shareholders’ Representative to take such actions as may reasonably be necessary to obtain such refunds or overpayments, including the timely filing of any applicable Tax purposescarryback claims; provided that, Buyerfollowing the payment of any refund or overpayment to the Equity Holders, Seller Company Option Holders and each of their respective Affiliates shall treat all payments to Seller made pursuant to Company Restricted Stock Unit Holders in accordance with this Section 8.6.1 as an adjustment 7.5, Buyer shall be permitted to purchase price delegate any remaining responsibilities with respect to such refund or overpayment to the maximum extent permitted Shareholders’ Representative. Notwithstanding the foregoing, (i) in the event the Shareholders’ Representative (or any successor thereof that has been formally identified as such to Buyer), after commercially reasonable efforts are made by applicable LawBuyer (including attempting to contact the Shareholders’ Representative (or such successor) at its currently published address (if any)), is not available or willing to perform in the manner contemplated by this Section 7.5, Buyer and its Affiliates sole obligation under this Section 7.5 shall be to send a check for such funds to the last address on file or otherwise provided to the Buyer by the Paying Agent, and (ii) this Section 7.5 shall in no way enlarge or expand the Buyer’s obligations or liability under Section 7.1.

Tax Refunds. (ai) Seller The Stockholders shall be entitled to the amount of any Income Tax refunds or credits (or and any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Periodinterest with respect thereto) that are actually received by BuyerPurchaser, any Group Company, the 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 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 or credits, “Tax DeductionsRefunds”). Purchaser and its Affiliates shall, and shall cause the Company to, reasonably cooperate to obtain any Tax Refund; provided, however, that Purchaser and its Affiliates shall not be required to amend any Tax Returns of the Company. (ii) Purchaser shall pay to the Paying Agent (for further distribution to the Stockholders), by wire transfer in immediately available funds, the amount of any Tax Refund that the Stockholders are entitled to pursuant to this Section 6.08(h), net of any Taxes and other reasonable out-of-pocket expenses incurred in connection with obtaining respect thereto, within ten (10) days of the actual receipt of such Tax refunds Refunds (or credits in lieu thereofthe case of a Tax Refund resulting from the utilization of a tax credit, the filing of the applicable Tax Return on which such credit was claimed), in each case, . (iii) Notwithstanding anything herein to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to contrary, 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 Stockholders shall not be entitled to any Tax Refund to the extent such Tax Refund (xi) has been taken into account as an asset in the calculation of the Merger Consideration, (ii) relates to the carryback of any Tax attribute generated after the Closing Date, or (iii) is required to be paid over by any Group Company (or any Affiliate thereof) to any other Person under a provision of a pursuant to any Contract (other than this Agreement) to which such Person was a party or agreement entered into by the Company prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer Closing or pursuant to any of its Affiliates (including any Group Company) made after the Closing Date to applicable Law. To the extent such Income Taxes were not included in any Tax Refund is subsequently disallowed, 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 Stockholders shall promptly payrepay the amount of such refund to Purchaser, along with any Taxes, penalties, interest or cause to be paidother reasonable out-of-pocket costs of Purchaser associated with such disallowance, 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 days of Purchaser’s notice to 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)Stockholder Representative. (civ) 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 Subject to the provisions limitations and terms of Section 8.6.2; providedArticle VIII, however, that the Group Companies shall not be required prior to file IRS Form 4466 (Purchaser making or authorizing any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply payment of 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 amounts due pursuant to this Section 8.6.1 as an adjustment to purchase price 6.08(h) to the maximum extent permitted by applicable LawStockholders, Purchaser may offset against such payment any amounts owed to (or amounts validly claimed in good faith pursuant to any bona-fide claim for indemnification under Article VIII that has not then been finally determined and paid in accordance with Article VIII to be owed to) any Purchaser Indemnified Party in respect of Taxes pursuant to Article VIII hereof.

Tax Refunds. (ai) Without duplication of amounts payable under Section 6.04(f)(ii), upon receipt, Purchaser shall promptly forward to Seller shall be entitled to the amount any refund, rebate, abatement, reduction or other recovery (whether direct or indirect through a right of set-off or credit) of Taxes of any Income Tax refunds (Acquired Company that is actually received in cash or as a credit against current cash Taxes otherwise due and payable by Purchaser, any Acquired Company or any other member of Purchaser’s Tax credits Group, and any interest received in lieu thereof thereon, 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 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”)Period; provided, however, that Seller no amount 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 Seller to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (zi) resulting from it relates to 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 following the Closing Date. , (dii) For applicable Tax purposesthe amount of such refund or credit was taken into account in calculating Final Closing Date Adjusted Working Capital or (iii) the amount of such refund or credit is required to be paid over by an Acquired Company to any other Person under a provision of a Contract to which an Acquired Company was a party prior to the Closing Date. In the event that Purchaser, Buyer, Seller and each an Acquired Company or any of their respective Affiliates is required to repay all or any portion of such refund or credit of Tax (including any penalties, interest or other charges imposed by the relevant Governmental Authority) to the relevant Governmental Authority, such obligation to make such repayment shall treat all payments be treated as a Tax liability to which Section 6.04(i) applies. (ii) In addition, if any liability for Taxes which has resulted in a payment having been made by Seller under this Agreement has given rise to a Relief (other than an Accounts Relief or Purchaser’s Relief) which would not otherwise have arisen, then: (A) Purchaser shall procure that full details of such Relief are given to Seller made pursuant as soon as reasonably practicable; and (B) to the extent that a liability to make an actual payment of Tax is reduced as a result of the use or set off of the Relief, the amount of such reduction in Tax shall: I. first be set off against any payment then due from Seller under this Section 8.6.1 as an adjustment to purchase price 6.04; and II. to the maximum extent permitted there is an excess, a refund shall be made to Seller of any previous payment made by applicable LawSeller under this Section 6.04 (to the extent not previously refunded under this Section 6.04(f)(ii)(B)) up to the amount of such excess; and III. to the extent that the excess referred to in Section 6.04(f)(ii)(B)II above is not exhausted under that Section, the remainder of the excess shall be carried forward and set against any future payment or payments which become due from Seller under this Section 6.04. (iii) If Seller at any time pays to Purchaser an amount in respect of Taxes and Purchaser or any other member of Purchaser’s Tax Group is or becomes entitled to recover from some other person (other than a member of Purchaser’s Tax Group but including any Tax Authority) a sum in respect of the matter giving rise to the payment (other than by reason of the use or set off of a Purchaser’s Relief), Purchaser shall procure that full details of such entitlement are given to Seller as soon as reasonably practicable and, if so required by Seller, will (and will procure that the relevant member of Purchaser’s Tax Group will) take all reasonable steps to enforce the recovery, and Purchaser shall within fifteen (15) days of the recovery, pay to Seller the lesser of (A) the sum recovered by Purchaser or the member of Purchaser’s Tax Group (as applicable) from the other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered, but less any reasonable costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered) and (B) the amount paid by Seller to Purchaser as referred to above plus any interest or repayment supplement actually received in respect of the sum recovered, less any Tax chargeable thereon and any costs of recovery not previously reimbursed, to the extent that the interest or repayment supplement is attributable to any period following the payment by Seller to Purchaser as referred to above.

Tax Refunds. (ai) Seller shall be entitled to All refunds of Taxes (other than refunds of Transfer 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, Subsidiaries 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 8.6.47.02(b)) (whether in the form of cash received or a credit or offset against Taxes otherwise payable) shall be the property of the Holders to the extent such refund was not included as an asset in the computation of the Final Working Capital. To the extent that Parent, the Company or the Company Subsidiaries receive a refund that is the property of the Holders, Parent shall pay the amount of such refund (and interest received from the Governmental Authority), including reduced by any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection by Parent, the Company or the Company Subsidiaries with obtaining respect to the receipt of such Tax refunds (or credits in lieu thereof), in each caserefund, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior Representative for distribution to the Closing Date or included Holders in accordance with the final calculation terms 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 . The amount due 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 Holders shall be payable 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 Representative ten (10) Business Days of the actual days 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 refund from the applicable Governmental Authority (or, if the refund is in the case form of a credit in lieu or offset, ten (10) days after the due date of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from claiming such creditcredit or offset). (cii) The Group Companies Parent shall use commercially reasonable efforts and take such other efforts reasonably requested by Parent to promptly obtain claim (or and shall cause the Surviving Corporation and the Company Subsidiaries to be obtaineduse commercially reasonable efforts and take such other efforts reasonably requested by Parent to claim) any reasonably available Tax Refunds refunds that will give rise to a payment to, or on behalf of, the Holders under Section 7.02(f). Such actions shall include, as promptly as possible following the Closing Date (but in no event with respect to any applicable Pre-Closing Period Income Tax Return by filingfiling IRS Form 4466 for 2012, or causing to file, any such Tax Returns as promptly as practicable after longer than fifteen (15) days following 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 filing an IRS Form 4466 1139 (or and any comparable form for state or local Tax purposes). The Group Companies shall not elect ) to apply any applicable Tax Refund as claim a credit against Taxes payable refund from the carrying back of a net operating loss for a taxable period (or portion thereof) beginning after the year ended on the Closing Date. Date and/or an IRS Form 4466 (d) For applicable and comparable form for state or local Tax purposes, Buyer, Seller and each ) claiming refund for the overpayment of their respective Affiliates estimated Taxes. Parent shall treat provide the Representative with copies of all payments Tax Returns filed that show refunds that could give rise to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Lawa payment hereunder (including any IRS Form 1139 or IRS Form 4466) promptly after filing.

Tax Refunds. (ai) Seller Any expected Tax refunds as described in Section 6.8(g)(i) of the Disclosure Schedule that are received by Parent or the Surviving Companies shall be for the account of the Participating Equityholders. Following the Closing, Parent, Surviving Company and their respective Affiliates shall use their respective commercially reasonable efforts to obtain any Tax refunds to which the Participating Equityholders would be entitled pursuant to this Section 6.8(g)(i). (ii) Until the amount twelve (12) month anniversary of the Closing Date, any Income Tax refunds (other than those described in Section 6.8(g)(i)) that are received by Parent or any the Surviving Companies that relate to Pre-Closing Tax credits received in lieu thereof Period shall be for the account of the Participating Equityholders except to the extent that (i) such credit refund was reflected as an asset in lieu thereof actually reduces Taxes Working Capital, (ii) such refund arises as a result of a carryback of any net operating loss or capital loss arising in a tax period (or portion thereof) ending after the Closing Date or (iii) any such Tax refund is attributable to an adjustment that results in an increase in the taxable income of the Company for a any Post-Closing Tax Period. (iii) 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 Following the Closing, in each caseParent, the Second Surviving Company and its Affiliates shall, upon the request of the Stockholder Representative, use reasonable best efforts to obtain any Tax refunds to which the Participating Equityholders would be entitled pursuant to this Section 6.8(g). Parent shall pay over to the Paying Agent (for any Predistribution to the Participating Equityholders other than In-Closing Tax Period ending on The-Money Options) and the Closing Date Company or the portion Parent (for distribution to the In-The-Money Options) any refund that is for the account of any Straddle Period ending on the Closing Date Participating Equityholders within thirty (determined in accordance with Section 8.6.4), including any such 30) days after receipt thereof. Any Tax refunds resulting from any Transaction Tax Deductions, and to which the Participating Equityholders would be entitled pursuant to this Section 6.8(g) shall be net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)expenses, in each case, to the extent such Tax refund (or credit in lieu thereof) is including Taxes 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 Daterefund. (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 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 Any Tax refunds (of the 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) Company Subsidiary that are actually received by Buyer, Parent or the Surviving Company and any Group amounts credited against any Tax of Parent or the Surviving Company, any of their respective Affiliates, to which Parent or the Surviving Company becomes entitled that relate 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 of the Closing Date or Company (excluding the portion carryback of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting net-operating losses from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds a taxable period (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu portion 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 ending after the Closing Date to the extent such Income Taxes were not included a Pre-Closing Tax Period and any Tax refunds or credits reflected as an asset in the final calculation Final Statement), shall be for the account of the Closing StatementCompany Holders in accordance with their respective Pro-Rata Portions. Parent shall, and at its option, (zA) 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 Stockholder Agent (for the account of the Company Holders) any such refunds or amounts of any such credit, net of related fees or expenses incurred by wire transfer of immediately available funds any Tax Refunds that Seller is entitled Parent or the Surviving Company in obtaining such refund or credit (with such refunds or amounts to be promptly deposited in the Stockholder Agent Fund) or (B) deposit such amounts in an escrow account, which shall (X) be maintained pursuant to this terms and conditions substantially similar to those set forth in the Indemnification Escrow Agreement (but the parties shall use reasonable best efforts to minimize any fees with respect thereto), (Y) provide Parent with a source of funds for satisfaction of any unpaid claims arising under Section 8.6.1 within ten 7.2(a)(ix) and (10Z) Business Days of be released to the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment Company Holders pursuant to the procedures set forth in Section 8.6.1 with respect thereto 7.3(c), provided, that the “Release Date” for purposes of this clause (or, in Z) shall be the case date that is thirty (30) days after the statute 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 limitations with respect to any applicable Pre-Closing Period Income such Tax Return by filing, refund or causing to file, credit expires. To the extent any such Tax Returns as promptly as practicable refund or credit is subsequently disallowed or reduced, Parent shall be permitted to recoup such amount, together with any interest, penalties or charges imposed thereon by an applicable Tax Authority, from the Company Holders only after the Closing Dateescrow account, if applicable, described 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 Dateimmediately preceding sentence has been fully depleted. (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 refund 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 the Acquired Companies relating 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 the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4or any election to apply the right to such a refund as a payment of, or a credit against, future Taxes) (a “Pre-Closing Tax Refund”), 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 casewill, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes were 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 to the extent such Income Taxes were not included in the final calculation of the Closing Statement, as finally determined (and (z) resulting from a carryback taken into account in the Closing Date Purchase Price), or paid out of a Tax attribute from any period ending the Indemnification Escrow Account after the Closing Date. (b) Closing, be credited to Sellers. Buyer shall will promptly pay, or cause to be paid, over to Seller by wire transfer the amount of immediately available funds any Pre-Closing Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days Refund, including the amount of the actual receipt of the interest actually received on any Pre-Closing 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 but net 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). (ci) The Group Companies shall use commercially reasonable efforts to promptly obtain (taxes payable by Buyer or cause to be obtained) any reasonably available Tax Refunds Acquired Company with respect to any applicable such Pre-Closing Period Income Tax Return Refund or interest and (ii) reasonable, out-of-pocket costs and expenses incurred in connection with obtaining such Pre-Closing Tax Refund), to the Sellers’ Representative (for distribution to Sellers) upon receipt (or use) of such Pre-Closing Tax Refund by filing, the Acquired Companies or causing to file, any of their Affiliates. To the extent any such Pre-Closing Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant Refund is subsequently disallowed or required to be returned to the provisions applicable Taxing Authority, Sellers agree to promptly repay the amount of Section 8.6.2; providedsuch refunds or credits, howevertogether with any interest, that the Group Companies shall not be required penalties or other additional amounts imposed by such Taxing Authority, 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 DateBuyer. (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 of (i) 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 Purchaser or the portion of Company or its Subsidiaries, plus 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 interests received with respect to Taxes paid by such refunds, and (ii) any amounts credited against Tax for 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 taxable period ending after the Closing Date to which the extent such Income Taxes were not included Company and its 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) 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 that relate to a Pre-Closing Tax Period (except to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (extent any such refund or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund credit arises as a result of a carryback of any deduction, loss or credit against Taxes payable for from a taxable period (or portion thereof) beginning ending after the Closing Date. ). The Purchaser shall pay over to the Seller any such refund within five (d5) For applicable days after receipt of such refund or within five (5) days of filing of the Tax purposes, Buyer, Return reflecting such credit. The Purchaser shall request a refund (rather than a credit against future Taxes) with respect to all Pre-Closing Tax Periods and use its reasonable best efforts to obtain and expedite the receipt of any refund or credit to which the Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to is entitled under this Section 8.6.1 as an adjustment to purchase price 8.01(h). Notwithstanding anything in the foregoing to the maximum extent permitted contrary, any obligation of the Purchaser to pay any Tax refund or credit to the Seller under this Section 8.01(h) shall be reduced, without duplication, by applicable Lawthe amount, if any, Taxes of the Company or its Subsidiaries attributable to the Pre-Closing Tax Period that are actually paid by the Purchaser, the Company or its Subsidiaries after the Closing Date (other than any such Taxes that were specifically included as a liability in Final NWC or Final Indebtedness or accrued for on the Latest Balance Sheet).

Tax Refunds. (a) Seller 7.1 The Purchaser shall be entitled to notify the amount Sellers as soon as possible of any Income right to receive or actual receipt of any amount by way of repayment of Tax refunds or interest on overpaid Tax or repayment supplement, being an amount to which a Target Group Company is or becomes entitled or receives (other than any right to receive or any Tax credits received in lieu thereof actual receipt of such amount to the extent such credit it arises in lieu thereof actually reduces Taxes for respect of the use or set-off by a Post-Closing Tax Period) that are actually received by Buyer, any Target Group Company, any of their respective Affiliates, Company or a consolidated, combined, unitary, or similar group of which any Purchaser’s Group Company of any Excess E) at any time up to the date which is a member one (1) month after the Closing, date on which the Purchaser Tax Claim Period expires in each case, for any Pre-Closing Tax Period ending on the Closing Date respect of an Event occurring 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 period (or credits in lieu thereof), in each case, part period) prior to Completion where (or to the extent that) such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or amount was not included in the final calculation Final Balance Sheet as an asset, does not arise from the use of the Closing Statement a Purchaser’s Relief and is not a payment or Relief to which paragraph 11 below applies (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, . The Purchaser shall take (or shall procure that Seller shall not be entitled the relevant Target Group Company takes) such action as the Sellers may reasonably request to any obtain such Tax Refund (xkeeping the Sellers fully informed of the progress of any action taken and providing them with copies of all relevant correspondence and documentation). 7.2 Any Tax Refund actually obtained after Completion, whether by repayment or set off (less any reasonable costs of obtaining such Tax Refund) required to shall be paid over by dealt with as follows: (a) the amount of the Tax Refund shall be set against 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 payment then due from the payment of Income Taxes by Buyer Sellers under this Schedule 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 for breach of a Tax attribute from any period ending after the Closing Date.Warranty; (b) Buyer to the extent that there is an excess, a payment shall promptly paybe made to the Sellers equal to the aggregate of any payment or payments previously made by the Sellers under this Schedule or for breach of a Tax Warranty up to the amount of such excess; and (c) to the extent that there is any remaining excess, the amount shall be carried forward to set against any future claims under this Schedule or cause for breach of a Tax Warranty. 7.3 Paragraph 11.6 shall apply in respect of any sum payable to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller the Sellers under this paragraph 7 which is entitled to pursuant to this Section 8.6.1 not paid within ten (10) 5 Business Days of 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 being obtained by the relevant Target Group Company (or, in the case of a credit in lieu of a refund, the “Tax Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (cDate”) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect as it applies to any applicable Pre-Closing Period Income Tax Return sum not paid by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, Purchaser on the due date of payment specified 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 Dateparagraph 11.4. (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 Prior to the amount full release of any Income Tax the Escrow Amount to the Securityholders’ Representative pursuant to Section 11.11 and the Escrow Agreement, all refunds (of Taxes of the 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 (whether in the form of cash received or a credit or other offset against Taxes otherwise payable) to the extent not included in the Closing Date Working Capital shall be property of the Company Securityholders. To the extent that the Parent, the Surviving Corporation, or any Company Subsidiary receives a refund that is the property of the Company Securityholders, the Parent shall pay the amount of such refund (and interest received from the Tax Authority) as provided in Section 12.7. The amount due for any Tax refund shall be payable ten (10) days after receipt of the refund from the applicable Tax Authority (or, if the refund is in the form of a credit or offset, ten (10) days after the due date of the Tax Return claiming such credit or offset). Subject to the applicable limitations in Article XI, to the extent that a Tax refund that gives rise to a payment under this Section 12.5 is lost, reduced, or disallowed, the Indemnifying Persons shall indemnify the Parent Indemnified Person for the amount of Taxes that the Company or any Company Subsidiary incurs as a result of such loss, reduction, or disallowance. Notwithstanding anything in this Agreement to the contrary, this Section 12.5 shall not be construed to require Parent, the Company or any of their Affiliates to make available any information that Parent, the Company or any of their Affiliates reasonably determines in good faith is confidential or privileged (including without limitation, Tax Returns or related work papers (other than Tax Returns and related work papers of the Company or any Company Subsidiary for any Pre-Closing Tax Period)). (b) The amount of refunds attributable to the portion of any Straddle an Overlap Period ending on the Closing Date (shall be 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 credit12.2(a). (c) The Group Companies Prior to the full release of the Escrow Amount to the Securityholders’ Representative pursuant to Section 11.11 and the Escrow Agreement, the Parent shall, and shall use cause the Surviving Corporation, any Company Subsidiary and their Affiliates, to take all commercially reasonable efforts actions necessary to timely claim any refunds, credits or offsets that will give rise to a payment under this Section 12.5, including 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 filing after the Closing Date, Date an IRS Form 1139 (and any comparable form for state and local Tax purposes) to claim a refund payable in each case, as finally resolved pursuant to cash from the provisions carrying back of Section 8.6.2; provided, however, that a net operating loss for the Group Companies shall not be required to file tax year ending on the Closing Date and an 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 claim a credit against refund payable in cash for estimated 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 paid with respect to the maximum extent permitted by applicable Law.year beginning on January 1, 2011. 71

Tax Refunds. 6.1 The Purchaser shall promptly notify the Seller of any right to receive or actual receipt of any amount by way of repayment of tax or interest on overpaid tax or repayment supplement, being an amount to which any Target Company is or becomes entitled or receives in respect of an event occurring or period (or part period) falling prior to Closing (including any repayment attributable to a Surrender in respect of a period prior to Closing whenever such Surrender is effected), where or to the extent that such amount was not included in the Last Accounts as an asset, does not arise from the use of a relief attributable to an event occurring or period commencing after Closing and is not a payment or relief to which paragraph 10 below applies (a tax refund). The Purchaser shall take (or shall procure that the Target Company concerned takes) such action as the Seller may reasonably request to obtain such tax refund (keeping the Seller fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation) provided that, for the avoidance of doubt, nothing in this paragraph 6.1 shall confer on the Seller the right to pursue the tax refund in the name of the relevant Target Company. 6.2 Any tax refund actually obtained after the Last Accounts Date, whether by repayment or set off (less any reasonable costs of obtaining it and less any tax actually suffered thereon) shall be dealt with as follows: (a) Seller the amount of the tax refund shall be entitled set against any payment then due from the Seller under this Schedule; and (b) to the extent that there is an excess, a payment shall promptly be made to the Seller equal to the aggregate of any payment or payments previously made by the Seller under this Schedule (and not previously refunded under this Schedule) up to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof the excess and to the extent that there is any remaining excess, a payment shall promptly be made to the Seller equal to the amount of such credit excess. 6.3 Paragraph 10.4 shall apply 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 respect 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, sum payable to the extent such Tax refund (or credit in lieu thereof) Seller under this paragraph 6 which is with respect to Taxes not 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) five Business Days of the actual receipt of relevant tax refund being obtained by the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto Target Company concerned (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). (cdue date) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect as it applies to any applicable Pre-Closing Period Income Tax Return sum not paid by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, Purchaser on the due date of payment specified 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 Dateparagraph 10.2. (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 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 The Buyer shall, or shall be entitled cause the Meritas Companies to pay to the amount of Sellers’ Representative (for payment to the applicable Sellers) 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 the Buyer, any Group Company, the Meritas Companies or any of their respective AffiliatesAffiliates (or Tax refunds to which the Buyer, the Meritas Companies or a consolidated, combined, unitary, or similar group any of which any Group Company is a member after their Affiliates become entitled) with respect to Taxes of the Closing, in each case, Meritas Companies for any all Pre-Closing Tax Period ending on the Closing Date or the portion of Periods and 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 in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent the refund for such Tax refund (or credit in lieu thereof) Straddle Period is with respect allocated to Taxes paid by a Group Company periods prior to the Closing Date or included in the final calculation Date) within fifteen (15) days of the Closing Statement (receipt of any such Income Tax refund or credit in lieu thereof, a “Tax Refund”)entitlement thereto; provided, however, that Seller the Sellers shall not be entitled to any Tax Refund (xrefunds pursuant to this Section 12.1(j) 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 that such Income Taxes were not Tax refund (i) was accrued as a receivable on the books and records of the Companies and included in the final calculation Net Working Capital (ii) is paid from Taxes paid by Buyer, (iii) is less than the Threshold Amount, or (iv) arises after the expiration of the Closing StatementSurvival Date. For the avoidance of doubt, and Tax refunds shall not include any refunds or reductions in Tax attributable to (zi) resulting from a the 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 arising out of a credit in lieu of a refund, Post-Closing Tax Period or (ii) the Due Date for the filing carryforward of a Tax attribute arising out of a Pre-Closing Tax Period to a Post-Closing Tax Period. If, prior to the expiration of the Survival Date, the Sellers’ Representative determines that any of the Meritas Companies are entitled to file or make a formal or informal claim for refund or an amended 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 providing for a refund with respect to any applicable a Pre-Closing Tax Period Income or any Straddle Period, upon Sellers’ reasonable request, Buyer shall, or shall cause its relevant Affiliate, to initiate a claim for such Tax refund or amend any Tax Return by filing, or causing in accordance with applicable Tax Laws and official statements of any responsible Taxing Authority in order to file, realize 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 the Group Companies Buyer and its Affiliates shall not be required to file IRS Form 4466 (initiate such Tax refund claim or amend such Tax Return if it can reasonably be expected that such Tax refund claim or Tax Return amendment would increase the Tax Liability of Buyer or its relevant Affiliate for any comparable form for state or local Post-Closing 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 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. (a) Seller shall be entitled to To the amount extent CCC or the Final Surviving Entity receives any refund of any Income Tax refunds (Taxes or any Tax credits credit received in lieu thereof of a refund arising from Taxes paid by the Company on or prior to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received Date or by Buyeror on behalf of the Company Stockholders pursuant to this Agreement, any Group Company, any of their respective AffiliatesCCC shall, or a consolidatedshall cause the Final Surviving Entity to, combined, unitary, pay any such refund or similar group of which any Group Company is a member after the Closing, credit (in each case, for and any interest thereon) that is received by CCC or the Final Surviving Entity after the Closing Date and prior to the third anniversary of the Closing and that relate to any Pre-Closing Tax Period ending on the Closing Date or the portion of Period, less (i) 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 costs, expenses and Taxes incurred by CCC, the Final Surviving Entity or their respective Affiliates in connection with obtaining and receiving any such Tax refunds refund or credit, and (ii) the amount of any pending indemnification claims relating to Tax, to the Paying Agent (for distribution to the Company Stockholders, with each Company Stockholder receiving its pro rata share) within 10 days of receipt or credits in lieu thereof)realization thereof by CCC or the Final Surviving Entity, except, 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 (was taken into account in the determination of Indebtedness 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, Closing Working Capital Adjustment Amount or (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date is attributable 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, arising 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 . The parties hereto agree that any Tax purposes, Buyer, Seller refunds or credits for a Straddle Period shall be apportioned between the pre- and each post-Closing portions of their respective Affiliates shall treat all payments such period using the methodologies set forth in Section 5.2(f). If the amount of any such Tax refund or credit is subsequently determined by any Governmental Entity to Seller made be less than the amount paid to the Company Indemnitors pursuant to this Section 8.6.1 as an adjustment 5.2(h), the Company Indemnitors shall promptly pay to purchase price CCC or the Final Surviving Entity the amount of any such disallowed Tax refunds or credits (including any interest or penalties in respect of such disallowed amount owed to any Governmental Entity). CCC shall cause the Company or the Final Surviving Entity to elect to receive any such Tax refund in cash rather than a credit in lieu of a cash refund to the maximum extent such election is permitted by applicable LawLaws. Notwithstanding the foregoing, if (A) the Closing Stock Consideration Tax Value is no less than 40.5% of the Closing Total Consideration Tax Value (for the avoidance of doubt, prior to giving effect to the Adjustment Election), or (B) the Company made the Adjustment Election pursuant to Section 2.1(f), neither CCC nor the Final Surviving Entity shall have any payment obligation in respect of any refund or credit described in this Section 5.2(h) to the extent that payment of such refund or credit pursuant to this Section 5.2(h) would cause the Closing Stock Consideration Tax Value to be less than 40% of the sum of the Closing Total Consideration Tax Value, plus any payments made by CCC or the Final Surviving Entity pursuant to (i) this Section 5.2(h), (ii) of any Post-Closing Excess Amount, or (iii) otherwise to or for the benefit of the Company Stockholders after the Closing to the extent not reflected in Total Merger Consideration.

Tax Refunds. Buyer may, at its option, cause any member of the Company Group 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 Sellers' Representative of and pay (or cause to be paid) to Sellers' Representative on behalf of Sellers: (a) Seller shall be entitled to any refund of Taxes paid by any member of 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 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 Pre-Closing Tax Period ending on actually received by such member of the Closing Date Company Group; or the (b) a portion of any refund of Taxes paid by any member of the Company Group 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 7.8 hereof) actually received by such Tax refunds resulting from any Transaction Tax Deductions, and net member of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof)the Company Group, in each case, to net of any Tax liabilities or increase in Tax liabilities imposed on Buyer, or any member of the extent such Tax refund Company Group (or credit in lieu thereofany Affiliate) 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 Sellers 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 's obligation to make a payment hereunder with respect thereto. At the request of Sellers' Representative, Buyer shall reasonably cooperate with Sellers' Representative in obtaining any such refunds for which Sellers are 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 Sellers' Representative, at the Closing Date, in each case, as finally resolved pursuant to the provisions expense of Section 8.6.2Sellers; provided, however, that any such amended Tax Return shall be prepared by Sellers' Representative, Sellers' Representative 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 Sellers' Representative 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, any member of the Company Group (or any comparable form for state Affiliate) in any Straddle Period 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 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. The Buyer shall pay or shall cause each Company to pay to the Sellers (afor the account of the Sellers) 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 Period) that are actually received by Buyerpaid to such Company for all Pre‑Closing Tax Periods, 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 costs and Taxes attributable to receiving, attempting to receive, retaining, or attempting to retain 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 “Pre‑Closing Tax Refund”), within ten (10) days after such Company receives such refund; provided, however, that Seller in no event shall not be entitled to this Section 8.1(d) require that Buyer or the Acquired Group make any payment of any Pre‑Closing Tax Refund (xand such Pre‑Closing Tax Refund shall be for the benefit of Purchaser) required (i) that is the result of the carrying back to be paid over by a Pre‑Closing Tax Period of any Group Company (net operating loss or any Affiliate thereof) to any Person under other Tax attribute or Tax credit arising in a provision of a Contract (other than this Agreement) to which such Person was a party prior to the ClosingPost‑Closing Tax Period, (yii) resulting that results from the payment of Income Taxes by Buyer with respect to a Pre‑Closing Tax Period made on or any of its Affiliates (including any Group Company) made after the Closing Date to the extent (X) Buyer was not indemnified or otherwise reimbursed for such Income Taxes or (Y) such Taxes were not included taken into account in the final calculation of the Closing StatementNet Cash Purchase Price, and as finally determined, or (ziii) resulting from that gives rise to a carryback payment obligation by Buyer or the Acquired Group to any Person under applicable Laws or pursuant to a provision of a contract or other agreement entered into (or assumed) prior to the Closing. Further, all Tax attribute from refunds not described in the previous sentence shall be for the account of the applicable Company (and not for the account of the Sellers). Refunds for Straddle Periods shall be computed and apportioned in a manner consistent with Section 8.1(a). In the event that any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer portion of immediately available funds any Tax Refunds that Seller is entitled to amount paid pursuant to this Section 8.6.1 within ten (108.1(d) Business Days to the Sellers or the Sellers’ Representative on their behalf shall subsequently be challenged successfully by any Taxing Authority, the Sellers shall repay to the Buyer their applicable Allocable Share of any such portion. At the reasonable 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 (or, in the case of a credit in lieu of a refundSellers’ Representative, the Due Date for the filing of a Buyer shall file any Tax Return that reflects the actual reduction Returns necessary to obtain refunds in Taxes resulting from such creditaccordance with this Section 8.1(d). (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. (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. The Purchaser shall pay to the Seller (a) Seller shall be entitled all refunds or credits of Taxes (including any interest in respect thereof) received by the Purchaser or the Company after the Closing Date and attributable to Taxes paid by the amount of any Income Tax refunds (or any Tax credits received in lieu thereof Company with respect to the extent such credit in lieu thereof actually reduces Taxes for a PostPre-Closing Tax PeriodPeriod and (b) that are actually a portion of all refunds or credits of Taxes (including any interest in respect thereof) received by Buyer, any Group Company, any of their respective Affiliates, the Purchaser or a consolidated, combined, unitary, or similar group of which any Group the Company is a member after the ClosingClosing Date and attributable to Taxes paid by the Company with respect to any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 6.3(c)), 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 on the portion of such refund treated as interest income arising in a Post-Closing Period; provided, however, that the Seller shall not be entitled to any refund attributable to a carryback to a Pre-Closing Period or Straddle Period of a Tax attribute of the Company that arises in a period or portion thereof beginning after the Closing Date. Any such refunds or credits required to be paid by the Purchaser to the Seller shall be paid within five (5) Business 52 Days of the receipt of any such refunds or credits by Purchaser, the Company, or any of their Affiliates. Upon Seller's reasonable request, the Purchaser shall cooperate with the Seller to amend any Tax Return of the Company relating to a Pre-Closing Period (including in the preparation and filing of such amended Tax Return) if such amendment would entitle the Seller to a refund or credit for such Pre-Closing Period (and the Seller shall reimburse Purchaser for any reasonable out-of-pocket expenses incurred by Purchaser or its Affiliates in connection with obtaining the Purchaser's (or its Affiliates') cooperation in the preparation and filing of 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”Return); provided, however, that (i) any such amended Tax Return must be prepared and filed in accordance with applicable law, (ii) Seller shall not be entitled to submit a draft of any amended Tax Refund (x) required Return to be paid over filed by any Group the Company on a stand-alone basis to the Purchaser for its review at least five (or any Affiliate thereof5) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party Business Days prior to the Closingfiling of such amended Tax Return, and (yiii) resulting from such amendment shall not have any adverse effect upon any Taxes or Tax Returns of the payment of Income Taxes by Buyer Purchaser or any of its Affiliates (including any Group the Company) made after for any taxable period for which 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 not required to indemnify the Purchaser pursuant to this Section 8.6.1 within ten Agreement. Notwithstanding the preceding sentence, the Purchaser agrees to cooperate with Seller (10and shall cause its Affiliates (including the Company) Business Days to cooperate with Seller) in the event that Seller elects to pursue a redetermination of New York State franchise and/or income Taxes of the actual receipt Company for any Pre-Closing Tax Period on a combined unitary basis with the Seller and certain of its Affiliates, and Purchaser acknowledges that such redetermination will not have an adverse effect on Purchaser or its Affiliates (including the Company) in a Post-Closing Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in Period. The Seller shall keep the case Purchaser reasonably informed 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 developments with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing such pursuit of a redetermination; provided that nothing herein shall require the Seller to file, any such provide the Purchaser with copies of Tax Returns of the Seller or any affiliated, combined or unitary group of which Seller or any of its Affiliates are a member, even if such combined, affiliated or unitary group includes the Company. For purposes of this Section 6.4, a credit shall be treated as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant having been received not prior to the provisions of Section 8.6.2; provided, however, time such credit has been applied to reduce Taxes that the Group Companies shall not be would otherwise have been 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 Datebe paid. (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 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, Entities for any Pre-Closing Tax Period ending on that are actually received by any Company Entity, the Closing Date Surviving Corporation or Parent shall be for the portion account of the Stockholders. The amount 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 of Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (Company Entities for 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 taxable period beginning after the Closing Date shall be for the account of Parent. The amount of any refunds or credits of Taxes of the Company Entities that are actually received by any Company Entity, the Surviving Corporation or Parent for any Straddle Period shall be equitably apportioned between Parent and the Stockholders, with the Stockholders receiving any refund or credit attributable 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 Tax Period Income Tax Return by filing, and Parent receiving any refund or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant credit attributable to the provisions portion 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) Straddle Period beginning after the Closing Date. Parent or the Company Entities, as applicable, shall pay to the Stockholders the amount of any refund or credit to which the Stockholders are entitled under this Agreement within 10 days after such refund or credit is received, together with any interest received with respect thereto; provided, that Parent shall have the right to deduct from any such refund or credit the amount of any additional Tax that arises from or in connection with the audit of the Company’s 2007, 2008 or 2009 Tax Returns that is known at the time such refund or credit is paid. (dii) For applicable Parent shall take all commercially reasonable actions, and shall cause the Company Entities to take all commercially reasonable actions, to obtain any Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments refunds to Seller made which the Stockholders would be entitled pursuant to this Section 8.6.1 as an adjustment 4.11(b)(i), including promptly filing the Tax Returns (and/or any other necessary forms) prepared by or at the direction of the Representative pursuant to purchase price Section 4.11(b)(i). (iii) Parent shall permit the Representative or its assigns to control or direct the Company Entities with respect to the maximum extent permitted prosecution of any Tax refund claim payable for the account of the Stockholders including the preparation of IRS Forms 4466, Corporation Application for Quick Refund of Overpayment of Estimated Tax, 1139, Corporation Application for Tentative Refund, or 1120X, Amended U.S. Corporation Income Tax Return, and any other similar forms under state, local or foreign law to (A) receive a refund of overpayment of estimated income Tax for any Pre-Closing Tax Period and/or (B) carry back any net operating losses incurred by applicable LawCompany Entities in any Pre-Closing Tax Period to prior Pre-Closing Tax Periods and, where deemed appropriate by the Representative, shall authorize by appropriate powers of attorney such representatives as the Representative shall designate to represent the Stockholders with respect to such Tax refund claim.

Tax Refunds. (a) Seller shall The Equityholders will be entitled to the amount all refunds, credits for overpayment of any Income Taxes or reductions of 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 and, with respect to a Straddle Period, to the Closing Date or extent attributable to the portion of any Taxes for the Straddle Period ending on allocated to the Closing Date (determined Equityholders pursuant to Section 5.2(a)(ii)) relating to any Group Company. If Purchaser, any Group Company or any Affiliate thereof receives any refund, credit for overpayment of Taxes or benefit from any reduction in accordance with Tax to which the Equityholders are entitled pursuant to this Section 8.6.45.2(c), Purchaser, a Group Company or any Affiliate thereof, as applicable, will promptly pay to the Shareholder Representative for distribution to the Equityholders the entire amount of such refund (including any such Tax refunds resulting interest received from any Transaction Tax Deductionsa Taxing Authority thereon), and credit or reduction in Tax, net of the amount of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (that Purchaser, any Group Company or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is any Affiliate thereof incurs with respect to Taxes paid by a Group Company prior such refund, credit or reduction in Taxes. 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 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 payable 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 with respect thereto refund from the applicable Taxing Authority (or, if the refund is in the case form of a credit in lieu of a refunddirect credit, within ten (10) Business 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). . In the event that any Tax refund or credit is subsequently determined by any Taxing Authority to be less than the amount paid by Purchaser, any Group Company or any of their Affiliates to the Shareholder Representative pursuant to this Section 5.2(c), the Shareholder Representative shall promptly return any such disallowed amount (cplus any interest or penalties in respect of such disallowed amount owed to any Taxing Authority) The Group Companies shall use commercially reasonable efforts to promptly obtain Purchaser. Notwithstanding the foregoing, (i) Purchaser agrees not to carry back any net operating loss or other Tax attribute or Tax credit incurred in a taxable period (or cause portion thereof) beginning after the Closing Date to be obtainedany Pre-Closing Tax Period of a Group Company until Shareholder Representative has filed all amended Tax Returns or claims for refund that it desires to file with respect to such Pre-Closing Tax Periods and (ii) nothing in this Section 5.2(c) shall require that Purchaser, any reasonably available Tax Refunds Group Company or any of their Affiliates make any payment with respect to any applicable Pre-Closing Period Income Tax Return by filing, refund (and such refund shall be for the benefit of Purchaser) that is with respect to (A) any refund that is the result of the carrying back of any net operating loss or causing to file, any such other Tax Returns as promptly as practicable after the Closing Date, attribute or Tax credit incurred 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 applicable Tax purposesany refund resulting from the payment of Taxes made on or after the Closing Date to the extent the Equityholders are not required to and have not indemnified Purchaser or the Group Companies for such Taxes or (C) any refund that gives rise to a payment obligation by the Group Companies to any Person other than a Group Company, Buyer, Seller and each Purchaser or any of their respective Affiliates shall treat all under applicable Law or pursuant to a provision of a Contract or other agreement entered (or assumed) by the Group Companies on or prior to the Closing Date. Purchaser agrees that the payments to Seller made of Tax refunds required pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted 5.2(c) will not be reduced by applicable Lawany Transaction Payroll Taxes.

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 benefit arising 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 of Taxes paid by a Group Company prior to the Closing Date that constitute Excluded Liabilities or included in the final calculation of the Closing Statement (Indemnified Taxes and any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that other Taxes for which 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 Companyis responsible pursuant to this Agreement, determined in accordance with the principles set forth in Section 6.06(e) made after the Closing Date to the extent such Income Taxes were not included in the case of any refund (or credit) for a Straddle Period, unless such refund (or credit) (A) is reflected as an asset in Working Capital on the final calculation of the Closing Statement, and or (zB) resulting results from a any carryback of a Tax asset or 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, arising 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 Applicable Closing Date (including, in the case of a Straddle Period, a carryback that would have resulted if the Straddle Period ended on the Applicable Closing Date. ). The Purchaser which received the applicable refund (dor credit) For applicable Tax purposesshall pay, Buyeror cause its Affiliates to pay, to Seller, the amount of such refund or credit (including any interest paid thereon, but less any reasonable costs or expenses of such Purchaser and its Affiliates (including Taxes) incurred in connection with or as a result of obtaining such refund or credit) to which Seller and each is entitled in readily available funds within fifteen (15) days of their respective Affiliates the actual receipt of the refund or credit or the application of such refund or credit against Taxes otherwise payable; provided that for so long as the aggregate amount of refunds or credits to which Seller is otherwise entitled under this Section 6.06(j) received by a Purchaser in a calendar year is less than $100,000, such Purchaser shall treat all payments be entitled to Seller made delay payment of such refunds or credits until the earlier of fifteen (15) days after (A) the time that such aggregate amount is at least equal to $100,000 or (B) the last day of such calendar year. Any amounts paid pursuant to this Section 8.6.1 6.06(j) will be treated as an adjustment to purchase price to the maximum extent permitted Purchase Price for U.S. federal and applicable state, local and non-U.S. Income Tax purposes, unless otherwise required by applicable Law.

Tax Refunds. (a) Seller 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 Indemnified Taxes for a Post-Closing Tax Period) and interest thereon that are actually received by Buyer, its Affiliates or the Company and any Group Companyamounts credited against Tax to which Buyer, any of their respective Affiliates, its Affiliates or a consolidated, combined, unitary, or similar group of which any Group the Company is a member after the Closingbecomes entitled, in each case, case that relate to a Tax Return for any a 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), and not including any such refunds attributable to the subsequent amendment of such Tax refunds resulting from any Transaction Tax DeductionsReturn by Buyer) shall be for the account of Sellers (such refunds, the “Refundable Taxes”), and net Buyer shall pay over to the Sellers’ Representative any such Refundable Taxes within twenty (20) Business Days after receipt or entitlement thereto. To the extent that a claim for refund or a proceeding results in a payment or credit against Tax to Buyer, its Affiliates, or the Company of any Taxes and reasonable out-of-pocket expenses incurred Tax taken into account in connection with obtaining such Tax refunds (or credits in lieu thereof)calculating the Closing Working Capital, in each case, Buyer shall pay to the extent Sellers’ Representative 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 amount within ten (10) Business Days after receipt or entitlement thereto. In the event Buyer fails to pay any amount due under this Section 8.06(a) within the time period specified, then Buyer shall pay, in addition to the amounts due, interest on such amount at a rate per annum equal to five percent, calculated on the basis of actual days elapsed in a 365 day year, from the date of receipt or entitlement thereto, through the date prior to the date of payment. (b) Any Tax refunds and interest thereon that are received by Sellers or their Affiliates and any amounts credited against Tax to which Sellers or their Affiliates become entitled, in each case that relate to (x) any Tax period or portion thereof beginning after the Closing Date, (y) any Tax refund relating to a Pre-Closing Tax Period that is received by Sellers solely as a result of an amended Tax Return filed by Buyer, and (z) any Straddle Period shall be for the account of the actual Buyer, and the Sellers shall pay over to the Buyer any such refund and interest or the amount of such credit within twenty (20) Business Days after receipt of or entitlement thereto. In the Tax Refund giving rise event Sellers fail to Buyer’s obligation to make a payment pursuant to pay any amount due under this Section 8.6.1 with respect thereto (or8.06(b) within the time period specified, then Sellers shall pay, in addition to the case amounts due, interest on such amount at a rate per annum equal to five percent, calculated on the basis of actual days elapsed in a credit in lieu 365 day year, from the date of a refundreceipt or entitlement thereto, through the Due Date for date prior to the filing date of a Tax Return that reflects the actual reduction in Taxes resulting from such credit)payment. (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available If Sellers pay an Indemnified Tax Refunds with respect to any applicable for a Pre-Closing Tax Period Income as a result of an adjustment by a governmental authority of a Tax Return by filingfor such period, and Buyer, its Affiliates or causing to filethe Company realizes a Tax benefit (including without limitation a refund, any credit or reduction) in a period other than a Pre-Closing Tax Period as a result of such adjustment, the amount of such Tax Returns as promptly as practicable after benefit shall be credited to Sellers in the Closing Date, manner described 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 Date10.08. (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. (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 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. 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) 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 Any refund (or credit in lieu thereofof Taxes of the Company Entities (including interest thereon) is paid 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 Pre‑Closing Tax Period (any such Income Tax refund or credit in lieu thereof, a “Pre‑Closing Tax Refund”); provided, howevershall be for the account of the Company Securityholders, except to the extent that Seller (a) such refund arises as the result of a carryback of a loss or credit incurred by a Company Entity in a Post‑Closing Tax Period or (b) such refund is included as an asset in the calculation of the Final Net Working Capital. Pre‑Closing Tax Refunds 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 ClosingSecurityholder Representative (on behalf of the Company Securityholders), (y) resulting from the payment net of Income Taxes by Buyer or any of reasonable, out‑of‑pocket costs and expenses to Parent and its Affiliates (including any Group Companythe Company Entities) made after the Closing Date attributable to the extent obtaining and receipt of such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Pre‑Closing Tax attribute from any period ending after the Closing Date. (b) Buyer Refunds. Parent shall promptly pay, or cause to be paid, over to Seller by wire transfer the Securityholder Representative (on behalf of immediately available funds the Company Securityholders) any Tax Refunds that Seller is amount to which the Company Securityholders are entitled to pursuant to this Section 8.6.1 the foregoing sentence within ten fifteen (1015) Business Days of the actual receipt of the applicable Pre‑Closing Tax Refund giving rise by Parent, the Company Entities or any of their respective Affiliates. To the extent any Pre‑Closing Tax Refund is subsequently disallowed or required to Buyer’s obligation be returned to make a payment pursuant the applicable Governmental Authority, the Company shall promptly return an amount equal to Section 8.6.1 with respect thereto (or, the increase in the actual cash‑tax liabilities of Parent, the Company Entities or any of their respective Affiliates, as the case may be, arising from such disallowance (plus any interest in respect of such amounts owed to the applicable Governmental Authority) to Parent. At the request and expense of the Securityholder Representative, Parent shall, and shall cause its Affiliates to, cooperate in obtaining any Pre‑Closing Tax Refund that the Securityholder Representative reasonably believes should be available, including through Filing amended Tax Returns with the applicable Governmental Authorities. For purposes of this Section 6.4, where it is necessary to apportion a refund or credit in lieu of between the Company Securityholders and Parent for a Straddle Period, such refund, the Due Date for the filing of a Tax Return that reflects the actual reduction credit or similar benefit shall be apportioned between Company Securityholders and Parent as provided 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 purposes6.1(ii). The Group Companies 52 Securityholder Representative shall not elect to apply distribute any applicable Tax Refund as a credit against Taxes payable for a taxable period (such refund, credits 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 similar benefits to the maximum extent permitted by applicable LawCompany Securityholders in accordance with their Pro Rata Shares.