Common use of Tax Refunds Clause in Contracts

Tax Refunds. (a) Parent shall be entitled to all Refunds attributable to Taxes the liability for which is allocated to Parent pursuant to this Agreement. SpinCo shall be entitled to all Refunds attributable to Taxes the liability for which is allocated to SpinCo pursuant to this Agreement. For purposes of the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustment. (b) SpinCo shall pay to Parent any Refund received by SpinCo or any member of the SpinCo Group that is allocable to Parent pursuant to this Section 2.5 no later than thirty (30) business days after the receipt of such Refund. Parent shall pay to SpinCo any Refund received by Parent or any member of the Parent Group that is allocable to SpinCo pursuant to this Section 2.5 no later than thirty (30) business days after the receipt of such Refund. For purposes of this Section 2.5, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything in this Section 2.5(b) to the contrary, any Refund of less than $50,000 treated as received pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quarter.

Tax Refunds. (a) Parent Fortrea shall be entitled to all Refunds attributable to Taxes the liability for which is allocated to Parent Fortrea pursuant to this AgreementAgreement (including pursuant to ARTICLE V). SpinCo Labcorp shall be entitled to all Refunds attributable to Taxes the liability for which is allocated to SpinCo Labcorp pursuant to this Agreement. For purposes of Agreement (including pursuant to ARTICLE V) and any other Refunds not described in the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustmentpreceding sentence. (b) SpinCo Fortrea shall pay to Parent Labcorp any Refund received by SpinCo Fortrea or any member of the SpinCo Fortrea Group that is allocable to Parent Labcorp pursuant to this Section 2.5 2.06 no later than thirty five (305) business days Business Days after the receipt of such Refund. Parent Labcorp shall pay to SpinCo Fortrea any Refund received by Parent Labcorp or any member of the Parent Labcorp Group that is allocable to SpinCo Fortrea pursuant to this Section 2.5 2.06 no later than thirty five (305) business days Business Days after the receipt of such Refund. For purposes of this Section 2.52.06, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent Labcorp in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything in this Section 2.5(b2.06(b) to the contrary, any Refund of less than $50,000 treated as received pursuant to this Section 2.5(b2.06(b) by Parent Labcorp or any member of the Parent Labcorp Group, on the one hand, or SpinCo Fortrea or any member of the SpinCo Fortrea Group, on the other hand, and that is allocable owed to the other Party pursuant to this Section 2.52.06, may be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quarter.

Tax Refunds. (ai) Parent Subject to Section 5.11(h)(iii), all refunds of Taxes (other than refunds of Transfer Taxes, which shall be entitled to all Refunds attributable to allocated in the same manner as Transfer Taxes are allocated under Section 5.11(a)) of the liability Company for which is allocated to Parent pursuant to this Agreement. SpinCo any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date as determined in accordance with the same principles provided for in Section 5.11(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 entitled to all Refunds attributable to Taxes for the liability for which is allocated to SpinCo pursuant to this Agreement. For purposes benefit of the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustmentTransferors. (bii) SpinCo To the extent HSE or the Company receives a refund that is for the benefit of the Transferors, HSE shall pay each Transferor, such Transferor’s Pro Rata Portion of the amount of such refund (without interest other than interest received from the Governmental Entity), net of any Taxes (assuming HSE and its Affiliates are subject to Parent individual income Tax rates) and any Refund received by SpinCo reasonable out-of-pocket expenses that HSE or the Company or any member of their Affiliates incur (or has or will incur) with respect to such refund (and related interest). The net amount due to Transferors shall be payable fifteen (15) days after receipt of the SpinCo Group that refund from the applicable Governmental Entity (or, if the refund is allocable to Parent pursuant to this Section 2.5 no later than thirty in the form of direct credit, fifteen (3015) business days after filing the receipt of such Refund. Parent shall pay to SpinCo any Refund received by Parent or any member of the Parent Group that is allocable to SpinCo pursuant to this Section 2.5 no later than thirty (30) business days after the receipt of such Refund. For purposes of this Section 2.5, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and ). (iiiii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything Nothing in this Section 2.5(b5.11(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 the Company) that is with respect to (A) any refund of Tax resulting from the payments of Taxes by HSE or the Company made on or after Closing Date to the extent the applicable Transferor has not indemnified HSE or 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 computation of Final Net Working Capital, as finally determined, or (C) to the contrary, extent that such refund gives rise to a payment obligation by the Company to any Refund of less Person (other than $50,000 treated as received an Affiliate) under applicable law or pursuant to this Section 2.5(ba provision of a Contract or other agreement entered (or assumed) by Parent the Company on or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable prior to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quarterClosing Date.

Tax Refunds. (a) Parent Cummins shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to Parent Cummins pursuant to this Agreement. SpinCo Filtration shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to SpinCo Filtration pursuant to this Agreement; provided, however, Cummins shall not be obligated to pay Filtration for any single Refund or aggregated Refunds until the amount of such Refunds exceeds $25,000 ("De Minimis Threshold"). Upon exceeding the De Minimis Threshold, the entire amount of such Refunds from the first dollar shall be payable to Filtration. For purposes avoidance of doubt, the foregoing, a Refund relating De Minimis Threshold shall reset after Cummins pays applicable Refunds to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustmentFiltration. (b) SpinCo Filtration shall pay to Parent Cummins any Refund received by SpinCo Filtration or any member of the SpinCo Filtration Group that is allocable to Parent Cummins pursuant to this Section 2.5 2.10(a) no later than thirty (30) business days after the receipt of such Refund. Parent Cummins shall pay to SpinCo Filtration any Refund received by Parent Cummins or any member of the Parent Cummins Group that is allocable to SpinCo Filtration pursuant to this Section 2.5 2.10 no later than thirty (30) business days after the receipt of such Refund. For purposes of this Section 2.52.10, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything in this Section 2.5(b) herein to the contrary, the amount of any Refund of less than $50,000 treated as received required to be paid pursuant to this Section 2.5(b2.10(b) shall be net of (i) any reasonable costs incurred in securing such Refund and (ii) any Taxes imposed by Parent or any member of the Parent GroupTaxing Authority on, on the one handrelated to, or SpinCo attributable to, the receipt of or accrual of such Refund, including any member Taxes imposed by way of withholding or offset. (c) If any Party (the SpinCo Group, on the other hand, and “Refund Recipient”) receives a Refund that it is allocable required to pay over to the other Party pursuant to this Section 2.52.10, may be aggregated with such other Refunds received in Party, upon the same calendar quarter and request of the Refund Recipient, shall repay to the Refund Recipient the amount paid over to the other Party within thirty (30plus any penalties, interest or other charges imposed by the relevant Taxing Authority) days after in the end of event such calendar quarterRefund Recipient is required by applicable Law to repay such Refund.

Tax Refunds. (a) Parent Remainco shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to Parent Remainco pursuant to this Agreement. SpinCo Spinco shall be entitled to all Refunds attributable related to Taxes the liability for which it is allocated to SpinCo Spinco pursuant to this Agreement. For purposes of the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustment. (b) SpinCo Parent or Spinco shall pay to Parent Remainco any Refund received by SpinCo Parent or Spinco or any member of the SpinCo Spinco Group or Parent Group that is allocable to Parent Remainco pursuant to this Section 2.5 2.7 no later than thirty (30) business days Business Days after the receipt of such Refund. Parent Remainco shall pay to SpinCo Spinco any Refund received by Parent Remainco or any member of the Parent Remainco Group that is allocable to SpinCo Spinco pursuant to this Section 2.5 2.7 no later than thirty (30) business days Business Days after the receipt of such Refund. For purposes of this Section 2.52.7, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything To the extent that the amount of any Refund in respect of which a payment was made under this Section 2.5(b) 2.7 is later reduced by a Taxing Authority or in a Tax Contest, such reduction shall be allocated to the contrary, any Party to which such Refund of less than $50,000 treated as received was allocated pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, 2.7 and that is allocable to the other Party pursuant to this Section 2.5, may an appropriate adjusting payment shall be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quartermade.

Tax Refunds. (a) Parent Remainco shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to Parent Remainco pursuant to this Agreement. SpinCo Spinco shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to SpinCo Spinco pursuant to this Agreement. For purposes of the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustment. (b) SpinCo Parent or Spinco shall pay to Parent Remainco any Refund received by SpinCo Parent or Spinco or any member of the SpinCo Spinco Group or Parent Group that is allocable to Parent Remainco pursuant to this Section 2.5 2.7 no later than thirty (30) business days Business Days after the receipt of such Refund. Parent Remainco shall pay to SpinCo Spinco any Refund received by Parent Remainco or any member of the Parent Remainco Group that is allocable to SpinCo Spinco pursuant to this Section 2.5 2.7 no later than thirty (30) business days Business Days after the receipt of such Refund. For purposes of this Section 2.52.7, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything To the extent that the amount of any Refund in respect of which a payment was made under this Section 2.5(b) 2.7 is later reduced by a Taxing Authority or in a Tax Contest, such reduction shall be allocated to the contrary, any Party to which such Refund of less than $50,000 treated as received was allocated pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, 2.7 and that is allocable to the other Party pursuant to this Section 2.5, may an appropriate adjusting payment shall be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quartermade.

Tax Refunds. (a) Parent NCR shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to Parent NCR pursuant to this Agreement. SpinCo ATMCo shall be entitled to all Refunds attributable related to Taxes the liability for which is allocated to SpinCo ATMCo pursuant to this Agreement. For purposes of the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustment. (b) SpinCo ATMCo shall pay to Parent NCR any Refund received by SpinCo ATMCo or any member of the SpinCo ATMCo Group that is allocable to Parent NCR pursuant to this Section 2.5 2.3 no later than thirty (30) business days after the receipt of such Refund. Parent NCR shall pay to SpinCo ATMCo any Refund received by Parent NCR or any member of the Parent NCR Group that is allocable to SpinCo ATMCo pursuant to this Section 2.5 2.3 no later than thirty (30) business days after the receipt of such Refund. . (c) For purposes of this Section 2.52.3, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything To the extent that the amount of any Refund in respect of which a payment was made under this Section 2.5(b) 2.3 is later reduced by a Taxing Authority or in a Tax Contest, such reduction shall be allocated to the contrary, any Party to which such Refund of less than $50,000 treated as received was allocated pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, 2.3 and that is allocable to the other Party pursuant to this Section 2.5, may an appropriate adjusting payment shall be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quartermade.

Tax Refunds. (a) Parent Everest shall be entitled to (i) all Refunds attributable to of Taxes the liability for which is allocated to Parent Everest pursuant to this Agreement. SpinCo Agreement (it being understood that any estimated Tax payments made both (x) prior to the Separation Effective Time for such Taxes and (y) with respect to Taxable periods for which Tax Returns have not been filed as of the Separation Effective Time shall be treated as a Refund for this purpose) and (ii) the Refunds of Taxes set forth on Schedule 2.7(a); provided, Everest shall pay and be responsible for any additional Taxes attributable to the claims set forth on Schedule 2.7(a). (b) Newco shall be entitled to all Refunds attributable to of Taxes the liability for which is allocated to SpinCo Newco pursuant to this Agreement. For purposes of Agreement except the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability Refunds for Taxes that gave rise to the correlative adjustmentset forth on Schedule 2.7(a). (bc) SpinCo Newco shall pay to Parent Everest any Refund received by SpinCo Newco or any member of the SpinCo Newco Group that is allocable to Parent Everest pursuant to this Section 2.5 2.7 no later than thirty five (305) business days Business Days after the receipt of such Refund. Parent Everest shall pay to SpinCo Newco any Refund received by Parent Everest or any member of the Parent Everest Group that is allocable to SpinCo Newco pursuant to this Section 2.5 2.7 no later than thirty five (305) business days Business Days after the receipt of such Refund. For purposes of this Section 2.52.7(c), any Refund that arises as a result of an offset, credit, credit or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which that would have otherwise been paid absent such offset, credit, credit or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything To the extent that the amount of any Refund in respect of which a payment was made under this Section 2.5(b) 2.7 is later reduced by a Taxing Authority or in a Tax Contest, such reduction shall be allocated to the contrary, any Party to which such Refund of less than $50,000 treated as received was allocated pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, 2.7 and that is allocable to the other Party pursuant to this Section 2.5, may an appropriate adjusting payment shall be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quartermade.

Tax Refunds. (ai) Parent Subject to Section 5.4(g)(iii), all refunds of Taxes (other than refunds of Transfer Taxes, which shall be entitled to all Refunds attributable to allocated in the same manner as Transfer Taxes are allocated under Section 5.4(e)) of the liability Company or any Subsidiary of the Company for which is allocated to Parent any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date as determined in accordance with the same principles provided for in Section 5.4(b)) (whether in the form of cash received from the applicable Governmental Body or a direct credit against Taxes that are not indemnified pursuant to this Agreement. SpinCo Section 7.1(a)) shall be entitled to all Refunds attributable to Taxes for the liability for which is allocated to SpinCo pursuant to this Agreement. For purposes benefit of the foregoing, a Refund relating to a correlative adjustment as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustmentOC Holders. (bii) SpinCo To the extent that GTY or any Company Party receives a refund that is for the benefit of the OC Holders, GTY shall pay to Parent any Refund received by SpinCo or any member of the SpinCo Group that is allocable Company for distribution to Parent pursuant to this Section 2.5 no later than thirty (30) business days after the receipt OC Holders the amount of such Refund. Parent shall pay to SpinCo any Refund received by Parent or any member of the Parent Group that is allocable to SpinCo pursuant to this Section 2.5 no later than thirty refund (30) business days after the receipt of such Refund. For purposes of this Section 2.5, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes without interest other than a receipt of cash shall be deemed to be interest received on from the earlier Governmental Body) net of (i) the date any Taxes (including any Taxes that would be imposed on which a Tax Return is filed claiming distribution of any portion of such offset, credit, or other similar benefit refund to GTY); and (ii) any expenses that GTY, a Company Party, or any of their Affiliates incur (or has or will incur) with respect to such refund (and related interest); provided that GTY shall provide the date on which payment OC Holders’ Representative with an accounting of any such Taxes and expenses. The net amount due to the OC Holders shall be payable ten (10) days after receipt of the Tax which would have otherwise been paid absent such offsetrefund from the applicable Governmental Body (or, if the refund is in the form of direct credit, or other similar benefit is due ten (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions10) days after filing the Tax Return claiming such credit). Notwithstanding anything . (iii) Nothing in this Section 2.5(b5.4(g) shall require that GTY make any payment with respect to any refund for a Tax (and such refunds shall be for the contrary, benefit of GTY or the applicable Company Party) that is with respect to any Refund refund of less than $50,000 treated as received pursuant to this Section 2.5(b) by Parent or any member Tax that is the result of the Parent Group, on the one hand, carrying back of any net operating loss or SpinCo other Tax attribute or Tax credit incurred in a Post-Closing Tax Period (or portion of any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days Straddle Period beginning after the end of such calendar quarterClosing Date).

Tax Refunds. Any refund (a) Parent shall be entitled to all Refunds attributable to reduced by the amount of any Taxes the liability for which is allocated to Parent pursuant to this Agreement. SpinCo shall be entitled to all Refunds attributable to Taxes the liability for which is allocated to SpinCo pursuant to this Agreement. For purposes of the foregoing, a Refund relating to a correlative adjustment arising or that would arise as a result of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustment. (b) SpinCo shall pay to Parent any Refund received by SpinCo or any member of the SpinCo Group that is allocable to Parent pursuant to this Section 2.5 no later than thirty (30) business days after the receipt of such Refund. Parent shall pay to SpinCo any Refund refund or interest thereon) of Taxes for the Pre-Closing Period paid by the Securityholders, which refund is received by Parent or any member Group Company, shall be for the account of the Parent Group Securityholders but only to the extent that (i) such refund is allocable not reflected in Net Working Capital, (ii) such refund is not the result of an event that occurred after the Closing Date, and (iii) such refund is not attributable to, and does not result from, a carry back or other use of any item of loss, deduction, credit or other similar item arising in a Post-Closing Period or, in the case of a refund of Taxes for a Straddle Period, the use of any such item arising in a Post-Closing Period. Subject to SpinCo Section 7.01(e), the Surviving Company shall (but in any event not before payment to the Exchange Agent is required to be made pursuant to this Section 2.5 no later 1.07(b)) (A) deliver to the Exchange Agent, for the benefit of the Common Stockholders and Preferred Stockholders in respect of the shares of Company Stock held by them as of the Reference Time (other than thirty Dissenting Shares), an amount equal to the product of (301) business days after the receipt amount of any such refund (as reduced as contemplated above) multiplied by (2) the Stockholder Percentage, and the Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder its Pro Rata Stock Percentage of the amount of such Refundrefund (as reduced as contemplated above), and (B) pay to the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the amount of any such refund (as reduced as contemplated above) multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such In-the-Money Options and Restricted Stock Units its Pro Rata Award Percentage of any such refund (as reduced as contemplated above and less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company. The amount of any other refund or Tax benefit of any Group Company shall be for the account of Parent. For purposes the avoidance of this Section 2.5doubt, any Refund Tax basis, net operating loss, credit or other item that arises reduces Taxes paid or payable that may exist in any Group Company in a Post-Closing Period or may be carried forward from a Pre-Closing Period (after taking into account all uses by Parent or any Group Company of any such items arising in a Pre-Closing Period and existing as of the end of the Closing Date for Pre-Closing Periods (including for avoidance of doubt as a result of an offsetadjustment to taxable income for a Pre-Closing Period)) to a Post-Closing Period, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on for the earlier account of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything in this Section 2.5(b) to the contrary, any Refund of less than $50,000 treated as received pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quarterParent.

Tax Refunds. (a) Parent To the extent that a Party is allocated the liability for a given Tax pursuant to Exhibit A, such Party shall be entitled to any Refunds arising in respect of a Pre-Distribution Period directly or indirectly from the Adjustment giving rise to the liability for such Tax, computed on a “with and without” basis. (b) Except as set forth in Section 2.4(a), WDC shall be entitled to all Refunds attributable to of Taxes the liability for which is allocated to Parent WDC pursuant to this Agreement. SpinCo , and Spinco shall be entitled to all Refunds attributable to of Taxes the liability for which is allocated to SpinCo Spinco pursuant to this Agreement. For purposes This Section 2.4(b) shall be applied looking solely to the allocation of the foregoing, Tax for which a Refund relating is received, regardless of whether an Adjustment to a correlative adjustment as a result separate Tax may have impacted the presence or amount of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustmentsuch Refund. (bc) SpinCo Spinco shall pay to Parent WDC any Refund received by SpinCo Spinco or any member of the SpinCo Spinco Group that is allocable to Parent WDC pursuant to this Section 2.5 2.4 no later than thirty fifteen (3015) business days Business Days after the receipt of such Refund. Parent WDC shall pay to SpinCo Spinco any Refund received by Parent WDC or any member of the Parent WDC Group that is allocable to SpinCo Spinco pursuant to this Section 2.5 2.4 no later than thirty fifteen (3015) business days Business Days after the receipt of such Refund. For purposes of this Section 2.52.4, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything . (d) In the event that Refund received after the date hereof is later disallowed or reduced in this Section 2.5(b) to whole or in part, resulting in a Tax liability, such Tax shall be allocated amongst the contrary, any Refund of less than $50,000 treated as received pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received Parties in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of manner as such calendar quarterunderlying Refund was allocated.

Tax Refunds. (a) Parent All refunds of Taxes of any of the Companies for any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date as determined in accordance with the same principles provided for in Section 11.3) (whether in the form of cash received or a credit against Taxes otherwise payable) shall be entitled the property of the Seller Representative. To the extent that Purchaser, its Affiliates or any of the Companies receives a refund that is the property of the Seller Representative, Purchaser shall pay to all Refunds attributable the Seller Representative the amount of such refund (and any interest received from the Taxing Authority allocable to Taxes the liability for which is allocated amount of the refund payable to Parent pursuant the Seller Representative). The amount due to this Agreement. SpinCo the Seller Representative shall be entitled to all Refunds attributable to Taxes the liability for which is allocated to SpinCo pursuant to this Agreement. For purposes payable ten (10) days after receipt of the foregoingrefund from the applicable Taxing Authority (or, a Refund relating to a correlative adjustment as a result if the refund is in the form of a competent authority proceeding shall be deemed to be attributable to credit, ten (10) days after the liability for Taxes that gave rise to due date of the correlative adjustmentTax Return claiming such credit). (b) SpinCo All refunds of Taxes of any of the Companies which are not the property of the Seller Representative pursuant to Section 11.5(a) (whether in the form of cash received or a credit against Taxes otherwise payable) shall be the property of Purchaser. To the extent that the Sellers or their Affiliates receive a refund that is the property of Purchaser, the Seller Representative shall pay to Parent Purchaser the amount of such refund (and any Refund interest received by SpinCo or any member from the Taxing Authority allocable to the amount of the SpinCo Group that refund payable to Purchaser). The amount due to Purchaser shall be payable ten (10) days after receipt of the refund from the applicable Taxing Authority (or, if the refund is allocable to Parent pursuant to this Section 2.5 no later than thirty in the form of a credit, ten (3010) business days after the receipt of such Refund. Parent shall pay to SpinCo any Refund received by Parent or any member due date of the Parent Group that is allocable Tax Return claiming such credit).Neither Purchaser nor any Affiliate of Purchaser (including any of the Companies) shall carryback to SpinCo pursuant any Pre-Closing Tax Period or Straddle Period any net operating loss or other Tax attribute of any of the Companies generated or otherwise attributable to this Section 2.5 no later than thirty a Tax period (30or portions thereof) business days beginning after the receipt Closing Date. (c) To the extent the amounts paid on or prior to the Closing Date for Taxes of any of the Companies for any Straddle Period (including estimated Taxes) exceed the amounts of Taxes for such Refund. For period that are attributable to the portion of the Straddle Period ending on the Closing Date (as determined under Section 11.3), such excess shall be treated for purposes of this Section 2.5, any Refund that arises 11.5 as a result of an offset, credit, or other similar benefit in respect of refund for Taxes other than a receipt of cash shall be deemed to be that is received on the earlier of (i) due date for the date on which a Tax Return is filed claiming for such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything in this Section 2.5(b) to the contrary, any Refund of less than $50,000 treated as received pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of such calendar quarterStraddle Period.

Tax Refunds. (a) Parent To the extent that a Party is allocated the liability for a given Tax pursuant to Exhibit A, such Party shall be entitled to any Refunds arising in a Pre-Distribution Period directly or indirectly from the Adjustment giving rise to the liability for such Tax, computed on a “with and without” basis. (b) Except as set forth in Section 2.4(a), WDC shall be entitled to all Refunds attributable to of Taxes the liability for which is allocated to Parent WDC pursuant to this Agreement. SpinCo , and Spinco shall be entitled to all Refunds attributable to of Taxes the liability for which is allocated to SpinCo Spinco pursuant to this Agreement. For purposes This Section 2.4(b) shall be applied looking solely to the allocation of the foregoing, Tax for which a Refund relating is received, regardless of whether an Adjustment to a correlative adjustment as a result separate Tax may have impacted the presence or amount of a competent authority proceeding shall be deemed to be attributable to the liability for Taxes that gave rise to the correlative adjustmentsuch Refund. (bc) SpinCo Spinco shall pay to Parent WDC any Refund received by SpinCo Spinco or any member of the SpinCo Spinco Group that is allocable to Parent WDC pursuant to this Section 2.5 2.4 no later than thirty fifteen (3015) business days Business Days after the receipt of such Refund. Parent WDC shall pay to SpinCo Spinco any Refund received by Parent WDC or any member of the Parent WDC Group that is allocable to SpinCo Spinco pursuant to this Section 2.5 2.4 no later than thirty fifteen (3015) business days Business Days after the receipt of such Refund. For purposes of this Section 2.52.4, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (as determined by Parent in its sole and absolute discretion without taking into account any applicable extensions). Notwithstanding anything . (d) In the event that Refund received after the date hereof is later disallowed or reduced in this Section 2.5(b) to whole or in part, resulting in a Tax liability, such Tax shall be allocated amongst the contrary, any Refund of less than $50,000 treated as received pursuant to this Section 2.5(b) by Parent or any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Refunds received Parties in the same calendar quarter and paid over to the other Party within thirty (30) days after the end of manner as such calendar quarterunderlying Refund was allocated.