Common use of Tax Refunds Clause in Contracts

Tax Refunds. (i) Except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii), each Party shall be entitled to all Refunds of Taxes for which such Party is responsible pursuant to this Agreement. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to any Tax period with respect to which the Parties may share responsibility pursuant to this Agreement, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall be entitled to 50% of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiary. (iii) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.

Tax Refunds. (i) Except as provided in Section 6.1(a)(ii2.7: (a) and Section 6.1(a)(iii), each Party Parent shall be entitled to all Refunds refunds (including refunds paid by means of Taxes a credit against other or future Tax liabilities) and credits with respect to any Tax for which such Party Parent is responsible pursuant to under this Agreement. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to any Tax period with respect to which the Parties may share responsibility pursuant to this Agreement, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) SpinCo shall be entitled to 50% of Refunds of Taxes all refunds (net of applicable third-part costs including refunds paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way means of a payment made from the relevant credit against other or future Tax Authority liabilities) and credits with respect to any Tax for which SpinCo is responsible under this Agreement. (b) Parent and SpinCo shall each forward to the relevant Realigned Entity other party, or reimburse such other party for, any refunds received by the first party and due to such other party pursuant to this Section. Where a refund is received in the form of a credit against other or future Tax liabilities, reimbursement with respect to such taxable period or portion thereof) with respect refund shall be due in each case on the due date for payment of the Tax against which such refund has been credited. All payments made pursuant to such Realigned Entity, to which another Party (this Section 2.6 shall describe in reasonable detail the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent basis for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts calculation of the Controlling Party or its Subsidiaryamount being paid. (iiic) The Controlling Party If one party reasonably so requests, the other party (at the first party’s expense) shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity file for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of pursue any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, refund to which the Refund Party would otherwise be first party is entitled under this Section, provided that the other party need not pursue any refund on behalf of the first party unless the first party provides the other party a certification by an appropriate officer of the first party setting forth the first party’ s belief (together with supporting analysis) that the Tax treatment of the Tax Items on which the entitlement to such refund is based is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction. (d) If the other party pays any amount to the first party under this Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont2.6 and, as applicable, did not reflect the Refund as an asset or reduction a result of a liability on its audited consolidated financial statements prior subsequent Final Determination, the first party is not entitled to Realignment some or all of such amount, the other party shall notify the first party of the amount to be repaid to the other party, and the Refund relates first party shall then repay such amount to periods included in such financial statements the other party, together with any interest, fines, additions to Tax, penalties or (B) such Refund is set forth on Exhibit I.any other additional amounts imposed by a Taxing Authority relating thereto.

Tax Refunds. (ia) Except as otherwise provided herein, the benefit of any Tax credits, Tax Attributes, and any refund or credit of any overpayment of Taxes or estimated Tax liabilities (“Refunds”), including any corresponding benefit arising out of or related to any Tax liability that is the subject of this Agreement, will remain with the party entitled to the benefit under applicable Tax Law, as modified by any applicable audit agreements or past practice of Ensign and its Affiliates. No payments shall be made between the Parties to account for such adjustment. (b) Except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii)2.06, each Party Ensign shall be entitled to all Refunds of for Taxes for which such Party Ensign is responsible pursuant to this Agreement. For Article II, and SpinCo shall be entitled to all Refunds for Taxes for which SpinCo is responsible pursuant to Article II (including, for the avoidance of doubt, to the extent that a particular Ensign and SpinCo’s respective share of any Refund of Taxes may be allocable to any Tax period with respect to which the Parties may share responsibility pursuant to this Agreement, the portion of such Refund to which each a Pre-Distribution Period Adjustment). A Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives receiving a Refund to which the other Party is entitled pursuant to this Agreement, such Party Agreement shall pay the amount to which such other Party is entitled within sixty ten twenty (6020) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (iic) The In the event of an Adjustment relating to Taxes for which one Party directly is responsible pursuant to Article II which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or indirectly owning a Realigned Entity following Realignment may be responsible pursuant to Article II (the “Controlling Benefited Party”), then the Benefited Party shall pay to the other Party, within twenty (20) shall be entitled to 50% days of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect Final Determination of such Realigned Entity for taxable periods Adjustment an amount equal to the lesser of (or portions thereofi) ending on or before the Realignment Date in respect amount of such Realigned Entityhypothetical Refund or (ii) the amount of such reduction in the Taxes of the Benefited Party, and which Refunds reduce Taxes in a taxable each case, plus interest at the rate set forth in Section 6621(a)(1) of the Code on such amount for the period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant filing date of the Tax Authority Return that would have given rise to such Refund to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiarypayment date. (iiid) The Controlling Notwithstanding Section 2.05(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 2.05, such Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of pay such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority amount to the relevant Realigned Entity in respect other Party no later than the due date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable. (e) To the extent that the amount of any payments made by such Realigned Entity with respect to such taxable period Refund under this Section 2.05 or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont2.06(b), as applicable, did not reflect is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior Party to Realignment and the Refund relates to periods included in such financial statements or (B) which such Refund is set forth on Exhibit I.was allocated pursuant to this Section 2.05 or Section 2.06(b), as applicable, and an appropriate adjusting payment shall be made.

Tax Refunds. (i) Except as provided in Section 6.1(a)(ii2.7: (a) and Section 6.1(a)(iii), each Party Synovus shall be entitled to all Refunds refunds (including refunds paid by means of Taxes a credit against other or future Tax liabilities) and credits with respect to any Tax for which such Party Synovus is responsible under this Agreement, including by means of indemnification pursuant to the terms of this Agreement. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to any Tax period with respect to which the Parties may share responsibility pursuant to this Agreement, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) TSYS shall be entitled to 50% of Refunds of Taxes all refunds (net of applicable third-part costs including refunds paid by the Controlling Party means of a credit against other or future Tax liabilities) and credits with respect to obtain such Refunds) paid in respect of such Realigned Entity any Tax for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entitywhich TSYS is responsible under this Agreement, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way means of indemnification pursuant to the terms of this Agreement. (b) Synovus and TSYS shall each forward to the other party, or reimburse such other party for, any refunds received by the first party and due to such other party pursuant to this Section within ten (10) days of the receipt of any such refund. Where a refund is received in the form of a payment made from the relevant credit against other or future Tax Authority to the relevant Realigned Entity liabilities, reimbursement with respect to such taxable period or portion thereof) with respect refund shall be due in each case on the due date for payment of the Tax against which such refund has been credited. All payments made pursuant to such Realigned Entity, to which another Party (this Section 2.6 shall describe in reasonable detail the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent basis for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts calculation of the Controlling Party or its Subsidiaryamount being paid. (iiic) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity If one party so requests, the other party (at the first party’s expense) may file for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of pursue any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, refund to which the Refund Party would otherwise be first party is entitled under this Section, provided that the other party shall not be required to file amended Tax Returns or otherwise pursue any refund on behalf of the first party if such other party determines, in its sole and absolute discretion, not to do so. (d) If the other party pays any amount to the first party under this Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont2.6 and, as applicable, did not reflect the Refund as an asset or reduction a result of a liability on its audited consolidated financial statements prior subsequent Final Determination, the first party is not entitled to Realignment some or all of such amount, the other party shall notify the first party of the amount to be repaid to the other party, and the Refund relates first party shall then repay such amount to periods included in such financial statements the other party, together with any interest, fines, additions to Tax, penalties or (B) such Refund is set forth on Exhibit I.any other additional amounts imposed by a Taxing Authority relating thereto.

Tax Refunds. (ia) Except Subject to Section 2.8(b), and except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii2.9, if Merck, Organon or any of their respective Affiliates receives any refund of Taxes, or any rebate or other repayment of an amount in addition or adjustment with respect to Taxes, whether from a Tax Authority or other entity (collectively, a “Refund”), each with respect to any Taxes for which the other Party is allocated responsibility under this Article II (a “Refund Recipient”), such Refund Recipient or any of its Affiliates shall pay to the other Party the entire amount of the Refund (including interest received from the relevant Tax Authority or other entity, but net of any Taxes imposed with respect to such Refund and any other reasonable costs) within ten (10) business days of receipt thereof; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Tax Authority) in the event such Refund Recipient is required by applicable law to repay such Refund. In the event a Party would be a Refund Recipient but for the fact it elected to apply a Refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be entitled treated as a Refund Recipient and the economic benefit of so applying the Refund shall be treated as a Refund, and shall be paid within ten (10) business days of the due date of the Tax Return to all Refunds of Taxes for which such Party Refund is responsible applied to reduce the subsequent Tax liability. (b) Notwithstanding anything in Section 2.8(a) to the contrary, no payments shall be required pursuant to this AgreementSection 2.8(a) for overpayments shown on any originally filed Income Tax Return for a Pre-Distribution Tax Period (but not including any amended Income Tax Return or other Adjustment Request), unless the overpayment equals or exceeds $100,000. For the avoidance of doubt, to the extent that a particular any Refund of Income Taxes may be allocable to any for a Pre-Distribution Tax period with respect to which the Parties may share responsibility Period received pursuant to this Agreementa Final Determination, the portion of such Refund to which each Party will be entitled shall be determined Adjustment Request, or other adjustment by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the but not an originally filed Income Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(iReturn), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such timegoverned by Section 2.2 and Section 2.8(a). (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall be entitled to 50% of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiary. (iii) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.

Tax Refunds. (ia) Except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii), each Party AFC Gamma shall be entitled to all Refunds of Taxes for which such Party a member of the AFC Gamma Group is or may be responsible (including pursuant to a reimbursement obligation) pursuant to this Agreement, and SUNS shall be entitled to all Refunds of Taxes for which a member of the SUNS Group is or may be responsible (including pursuant to a reimbursement obligation) pursuant to this Agreement. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to any Tax period with respect to which the Parties may share responsibility pursuant to this Agreement, the portion of such Refund to which each A Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives receiving a Refund to which the other Party is entitled pursuant to this Agreement, such Party Agreement shall pay the amount to which such other Party is entitled within sixty ten (6010) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of less any time shall be treated as Subsidiaries of Dow as of reasonable costs or expenses or Taxes incurred in procuring such timeRefund. (iib) The Party directly or indirectly owning a Realigned Entity following Realignment (In the “Controlling Party”) shall be entitled to 50% event of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity an Adjustment for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another one Party (the “Refund Responsible Party”) is or may be responsible pursuant to this Agreement which would otherwise have given rise to a Refund but for an offset against the Taxes for which a Party in the other Group (the “Benefited Party”) is or may be entitled under Section 6.1(a)(iliable pursuant to this Agreement, then the Benefited Party shall pay to the Responsible Party, within ten (10) if both days of the Final Determination of such Adjustment an amount equal to the lesser of (Ai) the amount of such hypothetical Refund or (ii) the amount of such reduction in the Taxes of the Benefited Party, in each case, solely to the extent the Benefited Party provides its written consent for actually realizes the Controlling Party to pursue benefit of applying such Refund in cash, and (B) less any reasonable costs or expenses or Taxes incurred in applying such Refund is obtained through the material efforts of the Controlling Party or its Subsidiaryas an offset. (iiic) The Controlling Notwithstanding Section 3.4(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to a Party in the other Group pursuant to this Section 3.4, such first Party shall pay such amount to the other Party no later than the due date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable, in each case solely to the extent the Party applying (or causing to be entitled to 100% of Refunds applied) the overpayment of Taxes paid actually realizes the benefit of applying such overpayment in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entitycash, and which Refunds are less any reasonable costs or expenses or Taxes incurred in applying such overpayment as a credit toward or reduction in Taxes otherwise payable. (d) To the extent that the amount of a type that can only any Refund under this Section 3.4 is later reduced pursuant to an Adjustment, such reduction shall be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority allocated to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, Party to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.was allocated pursuant to this Section 3.4 and an appropriate adjusting payment shall be made.

Tax Refunds. (ia) Except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii2.04(c), each Party the benefit of any Tax credits, Tax Attributes, and any refund or credit of any overpayment of Taxes or estimated Tax liabilities (“Refunds”), including any corresponding benefit arising out of or related to any Tax liability that is the subject of this Agreement, will remain with the party entitled to the benefit under applicable Tax law, as modified by any applicable audit agreements or past practice of Ensign and its Affiliates. No payments shall be made between the Parties to account for such adjustment. (b) Except as provided in Section 2.06, Ensign shall be entitled to all Refunds of for Taxes for which such Party Ensign is responsible pursuant to this Agreement. For the avoidance of doubtArticle II, and PropCo shall be entitled to the extent that a particular Refund of all Refunds for Taxes may be allocable to any Tax period with respect to for which the Parties may share responsibility PropCo is responsible pursuant to this Agreement, the portion of such Refund to which each Article II. A Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives receiving a Refund to which the other Party is entitled pursuant to this Agreement, such Party Agreement shall pay the amount to which such other Party is entitled within sixty ten (6010) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (iic) The In the event of an Adjustment relating to Taxes for which one Party directly is responsible pursuant to Article II which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or indirectly owning a Realigned Entity following Realignment may be responsible pursuant to Article II (the “Controlling Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) shall be entitled to 50% days of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect Final Determination of such Realigned Entity for taxable periods Adjustment an amount equal to the lesser of (or portions thereofi) ending on or before the Realignment Date in respect amount of such Realigned Entityhypothetical Refund or (ii) the amount of such reduction in the Taxes of the Benefited Party, and which Refunds reduce Taxes in a taxable each case, plus interest at the rate set forth in Section 6621(a)(1) of the Code on such amount for the period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant filing date of the Tax Authority Return that would have given rise to such Refund to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiarypayment date. (iiid) The Controlling Notwithstanding Section 2.05(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 2.05, such Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of pay such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority amount to the relevant Realigned Entity in respect other Party no later than the due date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable. (e) To the extent that the amount of any payments made by such Realigned Entity with respect to such taxable period Refund under this Section 2.05 or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont2.06(b), as applicable, did not reflect is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior Party to Realignment and the Refund relates to periods included in such financial statements or (B) which such Refund is set forth on Exhibit I.was allocated pursuant to this Section 2.05 or Section 4.02(b), as applicable, and an appropriate adjusting payment shall be made.

Tax Refunds. (i) Except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii), each Party shall be entitled to all Refunds The amount of any refunds of Taxes (including, for which such Party is responsible pursuant to this Agreement. For the avoidance of doubt, to any refunds of Excise Taxes) of the extent that a particular Refund Company and any Company Subsidiary for any Pre-Closing Tax Period shall be for the account of Xxxxxxxx HoldCo. The amount of any refunds of Taxes may be allocable to (including, for the avoidance of doubt, any refunds of Excise Taxes) of the Company and any Company Subsidiary for any Tax period beginning after the Closing Date shall be for the account of HEP. The amount of any refund of Taxes of the Company and any Company Subsidiary for any Straddle Period shall be equitably apportioned between HEP and Xxxxxxxx HoldCo in accordance with respect the principles set forth in Section 6.3(h). Notwithstanding the foregoing, Xxxxxxxx HoldCo shall not be entitled to which the Parties may share responsibility any refund of Taxes pursuant to this Agreement, Section 6.3(i) (A) attributable to the portion carryback of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to Tax attribute from a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall be entitled to 50% of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on beginning after the Closing Date to any Pre-Closing Tax Period or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period pre-Closing portion of any Straddle Period, or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through included in the material efforts calculation of the Controlling Closing Adjustment Amount (or any item included therein). Each Party shall forward, and shall cause its Affiliates to forward, to the Party entitled to receive a refund of Tax pursuant to this Section 6.3(i) the amount of such refund within 30 days after such refund is received, net of any third-party costs or expenses (including Taxes) incurred by such Party or its Subsidiary. (iii) The Controlling Affiliates in procuring such refund; provided, that, notwithstanding anything in this Agreement to the contrary, in the event that any refund of Taxes is subsequently determined by any Governmental Authority to be less than the amount paid to such Party pursuant to this Section 6.3(i), such Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods promptly return any such disallowed amounts (or portions thereof) ending on or before the Realignment Date plus any interest in respect of such Realigned Entity, and which Refunds are of disallowed amount owed to a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereofGovernmental Authority) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund payor Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I..

Tax Refunds. (ia) Except as provided in Section 6.1(a)(iiAny refunds (inclusive of interest) and Section 6.1(a)(iii), each Party of Income Taxes attributable to any Pre-Closing Period shall be entitled the property of Coastal, Seller and Coastal Sub. (b) Any refunds (inclusive of interest) of Other Taxes attributable to all Refunds any Post-Pricing Period shall be the property of Buyers. (c) Any refunds (inclusive of interest) of Other Taxes attributable to any Pre-Pricing Period shall be the property of Coastal, Seller and Coastal Sub. (d) Any refunds (inclusive of interest) of Other Taxes attributable to a period which includes both a Pre-Pricing Period and a Post-Pricing Period shall be allocated between the Pre-Pricing Portion, on one hand, and the Post- Pricing Portion, on the other hand, in a manner consistent with Section 8.1(e). (e) The benefit of any net operating loss, net capital loss or other carryover that relates to a Pre-Closing Period shall be the property of Coastal, Seller and Coastal Sub. (f) A refund of Taxes includes the application of an amount otherwise refundable as a reduction of amounts owed or to be owed and a payment of a deficiency or shortfall in Taxes includes the application of an amount otherwise receivable from the taxing authority against such deficiency or shortfall. (g) Each of Coastal and Seller shall exercise its commercially reasonable best efforts to file for and prosecute any reasonable claims for refunds which such Party is responsible pursuant are brought to this Agreement. For its attention by Buyers and to which Buyer would be entitled, if Coastal or Seller has filed the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to any applicable Tax period Return with respect to which the Parties may share responsibility pursuant to this Agreement, the portion of such Refund to which each Party will be entitled refund claim relates. Each party shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to notify the other Party (of any potential refund claims of which it has knowledge and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall party would be entitled to 50% (with no duty of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entityindependent investigation). Each Buyer Parent agrees that it will cooperate fully, and which Refunds reduce Taxes will cause the LLC to cooperate fully, with Coastal and Seller and their counsel in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiaryconnection therewith. (iii) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.

Tax Refunds. (ia) Except Subject to Section 2.08(b), and except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii2.09, if Baxter, Baxalta or any of their respective Affiliates receives any refund of any Taxes for which the other Party is allocated under this Article II (a “Refund Recipient”), each such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest received from the relevant Tax Authority, but net of any Taxes imposed with respect to such refund and any other reasonable costs) within 10 business days of receipt thereof; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Tax Authority) in the event such Refund Recipient is required by applicable law to repay such refund. In the event a Party would be a Refund Recipient but for the fact it elected to apply a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be entitled treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return to all Refunds of Taxes for which such Party refund is responsible applied to reduce the subsequent Tax liability. (b) Notwithstanding anything in Section 2.08(a) to the contrary, no payments shall be required pursuant to this AgreementSection 2.08(a) for overpayments shown on any originally filed Income Tax Return for a Pre-Distribution Tax Period (but not including any amended Income Tax Return or other Adjustment Request), unless the overpayment exceeds the amount set forth on Exhibit A, in which case: (A) Baxalta shall be a Refund Recipient to the extent such overpayment is shown on a Baxalta Separate Return but is attributable to the Baxter Business and (B) Baxter shall be a Refund Recipient to the extent such overpayment is shown on a Joint Return or Baxter Separate Return but is attributable to the Baxalta Business, in each case, as determined pursuant to Section 2.06. For the avoidance of doubt, to the extent that any refund of Income Taxes for a particular Refund of Taxes may be allocable to any Pre-Distribution Tax period with respect to which the Parties may share responsibility Period received pursuant to this Agreementa Final Determination, the portion of such Refund to which each Party will be entitled shall be determined Adjustment Request, or other adjustment by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the but not an originally filed Income Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(iReturn), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such timegoverned by Section 2.02(b) and Section 2.08(a). (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall be entitled to 50% of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiary. (iii) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.

Tax Refunds. (ia) Except as provided in Section 6.1(a)(ii) and Section 6.1(a)(iii)2.5, each Party HEI shall be entitled to all Refunds of for Taxes for which such Party HEI is responsible pursuant to this Agreement. For the avoidance of doubtArticle II, and ASB Hawaii shall be entitled to the extent that a particular Refund of all Refunds for Taxes may be allocable to any Tax period with respect to for which the Parties may share responsibility ASB Hawaii is responsible pursuant to this Agreement, the portion of such Refund to which each Article II. A Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such time) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives receiving a Refund to which the other Party is entitled pursuant to this Agreement, such Party Agreement shall pay the amount to which such other Party is entitled within sixty thirty (6030) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (iib) The In the event of an Adjustment relating to Taxes for which one Party directly is responsible pursuant to this Article II which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or indirectly owning a Realigned Entity following Realignment may be responsible pursuant to this Article II (the “Controlling Benefited Party”), then the Benefited Party shall pay to the other Party, within thirty (30) shall be entitled to 50% days of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect Final Determination of such Realigned Entity for taxable periods Adjustment an amount equal to the lesser of (or portions thereofi) ending on or before the Realignment Date in respect amount of such Realigned Entityhypothetical Refund or (ii) the amount of such reduction in the Taxes of the Benefited Party, and which Refunds reduce Taxes in a taxable each case, plus interest at the rate set forth in Section 6621(a)(1) of the Code on such amount for the period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant filing date of the Tax Authority Return that would have given rise to such Refund to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiarypayment date. (iiic) The Controlling Notwithstanding Section 2.4(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 2.4, such Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of pay such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority amount to the relevant Realigned Entity in respect other Party no later than the due date of the Tax Return (giving effect to valid extensions) for which such overpayment is applied to reduce Taxes otherwise payable. (d) To the extent that the amount of any payments made by such Realigned Entity with respect to such taxable period Refund under this Section 2.4 or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont2.5(b), as applicable, did not reflect is later reduced by a Taxing Authority pursuant to a Final Determination, such reduction shall be allocated to the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior Party to Realignment and the Refund relates to periods included in such financial statements or (B) which such Refund is set forth on Exhibit I.was allocated pursuant to this Section 2.4 or Section 2.5(b), as applicable, and an appropriate adjusting payment shall be made within thirty (30) days of such Final Determination.

Tax Refunds. (ia) Except as provided in Subject to Section 6.1(a)(ii2.08(b) and Section 6.1(a)(iii2.09, if Baxter, Baxalta or any of their respective Affiliates receives any refund of any Taxes for which the other Party is allocated under this Article II (a “Refund Recipient”), each such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest received from the relevant Tax Authority, but net of any Taxes imposed with respect to such refund and any other reasonable costs) within 10 business days of receipt thereof; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Tax Authority) in the event such Refund Recipient is required by applicable law to repay such refund. In the event a Party would be a Refund Recipient but for the fact it elected to apply a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be entitled treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return to all Refunds of Taxes for which such Party refund is responsible applied to reduce the subsequent Tax liability. (b) Notwithstanding anything in Section 2.08(a) to the contrary, no payments shall be required pursuant to this AgreementSection 2.08(a) for overpayments shown on any originally filed Income Tax Return for a Pre-Distribution Tax Period (but not including any amended Income Tax Return or claim for refund), unless the overpayment exceeds the amount set forth on Exhibit A, in which case: (A) Baxalta shall be a Refund Recipient to the extent such overpayment is shown on a Baxalta Separate Return but is attributable to the Baxter Business and (B) Baxter shall be a Refund Recipient to the extent such overpayment is shown on a Joint Return or Baxter Separate Return but is attributable to the Baxalta Business, in each case, as determined pursuant to Section 2.06. For the avoidance of doubt, to the extent that any refund of Income Taxes for a particular Refund of Taxes may be allocable to any Pre-Distribution Tax period with respect to which the Parties may share responsibility Period received pursuant to this Agreementa Final Determination or other adjustment by a Tax Authority, the portion of such Refund or pursuant to which each Party will be entitled an amended Tax Return or claim for refund (but not an originally filed Income Tax Return), shall be determined governed by comparing the amount of payments made by a Party (or any of its Subsidiaries at such timeSection 2.02(b) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled within sixty (60) days after the receipt of the Refund. For purposes of this Section 6.1(a)(i2.08(a), TDCC and its Subsidiaries as of any time shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall be entitled to 50% of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiary. (iii) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.

Tax Refunds. Except to the extent reflected as an asset (or an offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in Taxes paid or payable by or with respect to any Sale Entity shall, when actually realized (whether by an actual receipt of refund or credit, or by actual offset against other Taxes due and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) Except as provided in Section 6.1(a)(iito Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and (ii) and Section 6.1(a)(iii)to Buyer if attributable to any other Taxes. To the extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party shall be entitled to all Refunds of Taxes for which such Party is responsible that received a payment pursuant to this Agreementthe preceding sentence agrees promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, to the extent that a particular Refund of Taxes may no Party shall be allocable entitled to any Tax period with respect to which the Parties may share responsibility pursuant to refunds or credits of or against any Taxes under this Agreement, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of its Subsidiaries at such timeSection 5.3(e) to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to this Agreement with the Tax liability of such Party, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any of its Subsidiaries) receives a Refund to which the other Party is entitled pursuant to this Agreement, unless such Party shall pay the amount to which has economically borne such other Party is entitled within sixty (60) days after the receipt of the RefundTaxes. For purposes of this Section 6.1(a)(i5.3(e), TDCC where it is necessary to apportion any such refund, credit or reduction between Buyer and its Subsidiaries as of any time Seller for a Straddle Period, such refund, credit or reduction shall be treated as Subsidiaries of Dow as of such time. (ii) The Party directly apportioned in the same manner that a comparable or indirectly owning a Realigned Entity following Realignment (the “Controlling Party”) shall similar Tax liability would be entitled apportioned pursuant to 50% of Refunds of Taxes (net of applicable third-part costs paid by the Controlling Party to obtain such Refunds) paid in respect of such Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds reduce Taxes in a taxable period (or portion thereof) ending on or before the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which another Party (the “Refund Party”) would otherwise be entitled under Section 6.1(a)(i) if both (A) the Refund Party provides its written consent for the Controlling Party to pursue such Refund and (B) such Refund is obtained through the material efforts of the Controlling Party or its Subsidiary. (iii) The Controlling Party shall be entitled to 100% of Refunds of Taxes paid in respect of its Realigned Entity for taxable periods (or portions thereof) ending on or before the Realignment Date in respect of such Realigned Entity, and which Refunds are of a type that can only be obtained through a reduction of Taxes in a taxable period (or portion thereof) ending after the Realignment Date (including by way of a payment made from the relevant Tax Authority to the relevant Realigned Entity in respect of any payments made by such Realigned Entity with respect to such taxable period or portion thereof) with respect to such Realigned Entity, to which the Refund Party would otherwise be entitled under Section 6.1(a)(i) if (A) the Refund Party, TDCC or DuPont, as applicable, did not reflect the Refund as an asset or reduction of a liability on its audited consolidated financial statements prior to Realignment and the Refund relates to periods included in such financial statements or (B) such Refund is set forth on Exhibit I.5.3(b)