Common use of Tax Refunds Clause in Contracts

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions).

Tax Refunds. (a) Mallinckrodt Global Crossing NA shall be entitled to (i) to any Refund refund of Current any Pre- Closing Taxes received by any member of the Mallinckrodt Group Company and its subsidiaries and any Taxes of the Company and its subsidiaries for the pre-Closing portion of a Straddle Period, including, in each case, interest paid thereon. Global Crossing NA shall have the right to determine whether any claim for refund for such Taxes shall be made on behalf of Global Crossing NA by the Company and its subsidiaries. If Global Crossing NA elects to make a claim for refund, Exodus, the Company and its subsidiaries shall cooperate fully in connection therewith. Notwithstanding the foregoing, Global Crossing NA shall not be entitled to make any claim for refund of Taxes which would materially adversely affect the liability for Taxes of Exodus, the Company or its subsidiaries for any Post-Closing Tax Period or the Covidien Group, where Mallinckrodt or any member portion of a Straddle Period beginning after the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% Closing Date without the prior written consent of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien GroupExodus; provided, thathowever, if the proportionate amount of that such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will consent shall not be entitled to unreasonably withheld and such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group consent shall not be necessary to the extent that liability Global Crossing NA has indemnified Exodus against the effects of any such claim for refund. Global Crossing NA shall reimburse Exodus and the Company and its subsidiaries for reasonable out-of-pocket expenses incurred in providing such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Taxcooperation. (b) Covidien shall be entitled to all Refunds related to Specified If an indemnified party receives a refund or credit of Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to for which Mallinckrodt is entitled it has been indemnified pursuant to Article 2.05(athis Agreement, such indemnified party agrees to pay to the indemnifying party the amount of such refund or credit (including any interest received thereon). (c) Each Party Subject to the following sentence and to the extent permitted by law, Exodus will elect to forego any carrybacks for the Company and its subsidiaries incurred in any Post-Closing Tax Period. Except as provided in the following sentence, neither Global Crossing NA nor any of its affiliates shall be required to pay to Exodus, the Company or its subsidiaries any refund or credit of Taxes that results from the carryback to any Pre-Closing Tax Period of any net operating loss, capital loss or tax credit attributable to the Company or its subsidiaries in any Post-Closing Tax Period, except that the Company and its subsidiaries that have not filed consolidated, combined, unitary or similar returns with Global Crossing NA or any of its affiliates (other than the Company or any of its subsidiaries) shall be entitled to carry back losses or tax credits from any such Post-Closing Tax Period to any Pre-Closing Tax Period and to receive any resulting refund of Taxes including any interest received thereon, but only if such carryback would not impose a material Tax cost or otherwise materially adversely affect Global Crossing NA or any of its affiliates, unless Exodus has indemnified Global Crossing NA for such material Tax costs or material adverse affect on an after-tax basis. Notwithstanding the foregoing sentence, if and to the extent that Exodus is not permitted by applicable law to forego a carryback, then solely with respect to such carryback to the extent that Global Crossing NA receives a refund of Taxes attributable to such carryback from a Post-Closing Tax Period of the Company and its subsidiaries or for the portion of a Straddle Period after the Closing Date, Global Crossing NA shall pay to the Exodus, net of any additional costs (other Party any Refund received than costs that are indemnified pursuant to Section 8.2(d) hereof), incurred by such Party or Taxes payable by Global Crossing NA or any member of its affiliates by reason of such Party’s Group that is allocable carryback, such refund including any interest received thereon. (d) If and to the other Party pursuant extent that Exodus (i) is not permitted by applicable law to this Article 2.05 no later than five forego a carryback of any net operating loss, capital loss or tax credit attributable to the Company or its subsidiaries, (5ii) Business Days after the receipt of timely requests in writing that Global Crossing NA obtain a refund with respect to such Refund. For purposes of this Article 2.05(c)carryback, any Refund that arises as a result of and (iii) indemnifies and holds harmless Global Crossing NA on an offset, credit, or other similar benefit after-tax basis for all costs and expenses incurred in respect of Taxes other than obtaining such refund, then Global Crossing NA shall take all reasonable measures to obtain a receipt of cash refund with respect to such carryback; provided, however, that Global Crossing NA shall have sole discretion with respect to the manner in which any amended Tax Return 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 prepared 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 (determined without taking into account any applicable extensions)filed.

Tax Refunds. (a) Mallinckrodt Without duplication of any refunds taken into account in the calculation of the Aggregate Purchase Price, all refunds of Taxes of the Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, that are received by the Purchaser, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be entitled to (i) any Refund of Current Taxes received by any member for the account of the Mallinckrodt Group or Equityholders, and the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax that was borne incurred by Mallinckrodt was lower than 20%Purchaser, whether the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by reason wire transfer of immediately available funds. Notwithstanding the application foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of Article 2.03 immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or otherwise, Mallinckrodt will be entitled reduction of a refund previously paid to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group Equityholders’ Representative or the Covidien Group Equityholders pursuant to the extent that liability for this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to all Refunds related participate in any Tax Contest relating to Specified Taxes received such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any member such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Mallinckrodt Group or Claw-back Threshold, shall be promptly repaid to Purchaser by the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). Equityholders on a several (cnot joint) Each Party shall pay and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the other Party any Refund received by such Party or any member Equityholders’ Representative) of such Party’s Group disallowance or reduction by Purchaser; provided that is allocable no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the other Party aggregate, exceed amounts previously paid to such Equityholder pursuant to this Article 2.05 no later than five (5Section 6.11(i) Business Days after plus any Taxes, penalties or interest arising from the receipt disallowance or reduction of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions)refund.

Tax Refunds. The Seller Share of the amount of any refunds of Taxes of the Company and its Subsidiaries for any Pre-Effective Time Period received by Purchaser, the Company or its Subsidiaries shall be for the account of Seller, except to the extent any such refund (a) Mallinckrodt was included as a Working Capital Asset (as defined in the Class A Purchase Agreement) in the final determination of Effective Time Working Capital (as defined in the Class A Purchase Agreement) in accordance with the Class A Purchase Agreement, (b) results from the carryback of any net operating loss, credit or other Tax attribute from any Tax period (or portion thereof) beginning after the Effective Time or (c) is of Seller Taxes that are paid by Purchaser, any of its Affiliates, the Company or any of its Subsidiaries after the Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). The amount of any refunds of Taxes of the Company and its Subsidiaries for any Tax period beginning after the Effective Time shall be entitled to for the account of Purchaser. The Seller Share of the amount of any refunds of Taxes of the Company and its Subsidiaries for any Straddle Period shall be equitably apportioned between Purchaser and Seller in accordance with the principles set forth in Section 10.3, except that no such refund shall be apportioned to Seller to the extent any such refund (i) any Refund was included as a Working Capital Asset (as defined in the Class A Purchase Agreement) in the final determination of Current Taxes received by any member of Effective Time Working Capital (as defined in the Mallinckrodt Group or Class A Purchase Agreement) in accordance with the Covidien GroupClass A Purchase Agreement, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a results from the carryback of any net operating loss, credit or other Tax Return with respect to such Taxes; attribute from any Tax period (iior portion thereof) any Mallinckrodt Refund Amounts; beginning after the Closing Date or (iii) 20% is of Seller Taxes that are paid by Purchaser, any Refund of its Affiliates, the Company or any Unanticipated Separation Taxes received of its Subsidiaries after the Closing that have not been indemnified by any member Seller pursuant to Section 12.2(b)(iii). Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive a refund of Tax pursuant to this Section 10.6 the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%refund within thirty (30) days after such refund is received, whether by reason net of the application of Article 2.03 any reasonable third-party costs or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received expenses incurred by such Party party or any member of its Affiliates in procuring such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions)refund.

Tax Refunds. Buyer shall pay to Seller any cash refunds of Taxes (atogether with any interest received with such refund) Mallinckrodt shall be entitled to (idescribed on Schedule 6.12(e) any Refund of Current Taxes received by any member Company after the Closing Date within ten (10) Business Days after receipt of the Mallinckrodt Group or the Covidien Groupsuch refund; provided, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law however, Buyer shall not be required to (i) pay such Taxes refund to Seller to the extent such refund (or a claim for such refund) was included in Schedule 1.l(g), except to the extent of any Refund Shortfall (iinet of any reimbursed expenses included therein) file a Tax Return previously paid to Buyer in accordance with this Section 6.12(e) with respect to such refund. To the extent that the full amount of any refund listed in Schedule 1.l(g) is not received by any Company within ten (10) months after the Closing Date, Seller shall indemnify and hold the Buyer Indemnified Parties (for the avoidance of doubt, including Ropak and Ropak Canada) harmless for the difference between (a) the amount with respect to such refund included in Schedule 1.l(g) and (b) the amount (net of reasonable expenses (including Taxes; , if any) incurred by the Buyer Indemnified Parties in connection therewith) actually received by the Companies with respect to such refund (iisuch difference, the “Refund Shortfall”). For the avoidance of doubt, Seller’s indemnification obligations pursuant to the immediately preceding sentence shall not be subject to the procedures set forth in Section 9.5. The Refund Shortfall shall be paid to Buyer immediately out of the Escrow Funds, and the Parties shall instruct the Escrow Agent without any delay to make such payment to Buyer. Further, for those Tax refunds set forth on Schedule 6.12(e) where an amended Tax Return of the Companies or LUHI must be filed for the Tax refund to be paid by the applicable Taxing Authority, then notwithstanding Section 6.l(b)(xiv), such amended Tax Return can be filed prior to the Closing Date at the direction and control of Seller upon notice to Buyer so long as such filing could not reasonably be expected to adversely affect Buyer, the Companies or their respective Affiliates after the Closing; provided, further, that if such amended Tax Return is not filed before the Closing Date, then Buyer shall prepare and file such amended Tax Return at Seller’s expense (such expense to include any Mallinckrodt Refund Amounts; third-party fees and any Taxes generated in a taxable period or portion thereof beginning after the Closing Date that are solely attributable to such amendment) as soon as practicable after the Closing Date and such amended Tax Return shall be treated for purposes of Section 6.12(a) (iiiother than the second sentence thereof) 20% as if it were a “Seller Tax Return” to the extent applicable, with an assumed due date for such amended Tax Returns of sixty (60) days after the Closing Date, or as soon thereafter as reasonably practicable, for Section 6.12(a) purposes. For the avoidance of doubt, any other refunds of Taxes of the Companies not described on Schedule 6.12(e) shall be for the account of Buyer and the Companies, and neither Buyer nor the Companies shall have any obligation to pay over any such other refunds to Seller. Buyer and Seller agree that, except as required by Law, the receipt by Seller of any Tax refund amounts (inclusive of interest thereon) paid by Buyer to Seller pursuant to this Section 6.12(e), and the receipt by Buyer of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled Shortfall pursuant to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(ivSection 6.12{e), any Refund in respect of a Separation Tax shall be treated first by them for Tax purposes as a Refund of a Mallinckrodt Separation Tax if and only adjustments to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation TaxPurchase Price. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions).

Tax Refunds. (a) Mallinckrodt Seller shall have the right to pursue and shall be entitled to (i) any Refund of Current Taxes received to retain, or to receive prompt payment from Purchaser, Company, the Company Subsidiaries and their Affiliates, to the extent secured by any member of them, any overpayment, refund or credit of Taxes (including, without limitation, refunds and credits arising by reason of Tax Returns as originally filed or amended Tax Returns) relating to the Company and the Company Subsidiaries for Pre-Closing Tax Periods (and, in the case of any Straddle Period, Purchaser shall pursue any such overpayment, refund or credit of Taxes pertaining to such Straddle Period as reasonably requested by Seller and Seller shall have the right to retain or receive prompt payment of that portion of the Mallinckrodt Group overpayment, refund or credit relating to the Covidien Group, where Mallinckrodt or any member portion of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Straddle Period ending on the Closing Date), including any Tax overpayment, refund or credit of Taxes or (ii) file a Tax Return paid with respect to any such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; providedperiod, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group only to the extent that liability for any such Taxes was actually borne by Mallinckrodt; providedTax overpayment, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect refund or credit has not been included as an asset (or reduction of a Separation Tax liability) on the Company Closing Balance Sheet or in the computation of statutory surplus reflected in the UNICARE Closing Balance Sheet. Prior to formally asserting any such claim, Seller shall be treated first as give Purchaser notice of its intent to pursue such claim in the event there is a Refund of a Mallinckrodt Separation Tax if reasonable likelihood that such claim could have an adverse effect on Purchaser, the Company or the Company Subsidiaries. Purchaser (or the Company and only the Company Subsidiaries) shall have the right to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, pursue and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related retain, or to Specified receive prompt payment from Seller to the extent secured by it, any overpayment, refund or credit of Taxes received by any member of relating to the Mallinckrodt Group Company or the Covidien Group other than those either Company Subsidiary to which Mallinckrodt Seller is not entitled pursuant to the preceding sentence. If Purchaser or its Affiliates or Seller or its Affiliates receives a Tax refund to which the other party is entitled pursuant to Article 2.05(a). (c) Each Party this Agreement, such party, as the case may be, shall pay or cause the recipient to pay the other Party any Refund received by such Party or any member amount of such Party’s Group that is allocable refund (including any interest received thereon) to the such other Party pursuant to this Article 2.05 no later than five party within ten (510) Business Days days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions)thereof.

Tax Refunds. (a) Mallinckrodt The Greenrose Entities shall be entitled to to any refunds of taxes paid by the Greenrose Entities that relate to a taxable period ending on or before the Closing Date that are received by the Greenrose Entities or NewCo on or after the Effective Date (“Pre-Closing Refunds”); provided, however, that (i) NewCo shall be entitled to refunds of any Refund of Current Specified Tax Liabilities or Transfer Taxes received paid by NewCo under this Agreement, (ii) if a Greenrose Entity receives any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to amount described in clause (i) pay it shall be treated as receiving such amount on behalf of NewCo in trust and (iii) the total amount of Pre-Closing Refunds to which the Greenrose Entities are entitled shall be reduced by the amount of any Specified Tax Liabilities or Transfer Taxes paid or reasonably expected to be payable by NewCo under this Agreement (iiand NewCo shall be entitled to such Pre-Closing Refunds instead); provided, further, that (i) file a Tax Return through (iii) only apply to the extent the Greenrose Entities receive (or would receive but for this provision) an actual payment with respect to such Taxes; (ii) Pre-Closing Refunds. For the avoidance of doubt, any Mallinckrodt Refund Amounts; (iii) 20% obligation of NewCo to make a payment of a Specified Tax Liability or a Transfer Tax under this Agreement shall be reduced by the amount of any Pre-Closing Refund to which the Greenrose Entities are entitled under this Agreement and have previously received (that has not previously been accounted for in reducing NewCo’s obligations hereunder) and the Greenrose Parties shall bear the remainder of the Specified Tax Liability or Transfer Tax, as applicable, to the extent of any Unanticipated Separation Taxes Pre-Closing Refund received by the Greenrose Entities (that has not previously been accounted for in reducing NewCo’s obligations hereunder). The Parties shall cooperate to claim any member Pre-Closing Refund to which any Greenrose Entity, on the one hand, or NewCo, on the other hand, is entitled under this Agreement, and each Party shall promptly notify the other Parties if it has received a Pre-Closing Refund. If any Greenrose Entity, on the one hand, or NewCo, on the other hand, receives a Pre-Closing Refund to which any other Party is entitled pursuant to this Section 1.4 it shall (and shall cause its respective affiliates and subsidiaries, as applicable, to) promptly pay to such Person the amount to which such Person is entitled, less any tax or other reasonable and documented out-of-pocket costs incurred by the first Person to the extent directly related to the portion of such Pre-Closing Refund to which the Mallinckrodt Group or the Covidien Groupother Person is entitled; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien no Greenrose Entity shall be entitled to all any Pre-Closing Refunds related that are payable to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). another person (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 Greenrose Entity or NewCo pursuant to be received on the earlier of (i) the date on which a Tax Return any contract that is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment part of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions)Transferred Collateral.

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt The NewCo Seller will be entitled to such lower proportionate amount any Tax refunds or credits of such Refund overpayments of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes Tax that are received by Buyer, the Company or any member of its Subsidiaries that relate to any taxable period ending on or before the Mallinckrodt Group or the Covidien Group Closing Date, to the extent that liability for any such Tax refunds or credits of overpayments of Tax were not taken into account in the calculation of Closing Net Working Capital, in each case, net of any Taxes was actually borne or reasonable out-of-pocket costs attributable to obtaining such Tax refunds or credits of overpayments of Tax. Notwithstanding this Section 7.07(e), if, after the Closing, Buyer, the Company, any of its Subsidiaries or any of their Affiliates is required to pay any Tax liabilities imposed with respect to any Pre-Closing Tax Period of the Company and its Subsidiaries that were not included in the calculation of the Final Purchase Price (“Excess Tax Liabilities”), the aggregate amount of any Tax refunds or credits of overpayments of Tax required to be paid to the NewCo Seller pursuant to this Section 7.07(e) will be reduced by Mallinckrodt; providedthe amount of such Excess Tax Liabilities. Buyer, thatthe Company, solely for purposes and each of its Subsidiaries shall reasonably cooperate with Seller Representative to make any filings and elections necessary to secure such Tax refunds or credits of overpayments of Tax of which it is aware, or reasonably promptly following notice by Seller Representative of the availability thereof, and Buyer shall cause the Company or the applicable Subsidiary to pay to NewCo Seller any such Tax refunds or credits of overpayments of Tax within five days after the actual receipt or utilization of such Tax refunds or credits of overpayments of Tax. If, after any payment is made to the NewCo Seller pursuant to this Article 2.05(a)(ivSection 7.07(e), any Refund in respect Tax Authority disallows any Tax refunds or credits of a Separation overpayments of Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only paid to the extent Mallinckrodt bore NewCo Seller, NewCo Seller shall repay to Buyer such Tax, taking into account the application disallowed amount within fifteen (15) days of Article 2.03, and thereafter as a Refund of a Covidien Separation TaxBuyer’s request therefor. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions).

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) For the Benefit of Sellers. Except as otherwise set forth in Section 6.2(b)(iii), any Refund refund or credit of Current Taxes (including any interest paid thereon) for any Pre-Closing Tax Period or for any Pre-Closing Straddle Period of the Acquired Companies (a “Pre-Closing Tax Refund”), net of any reasonable out-of-pocket expenditures incurred by the Buyers or the Acquired Companies in order to obtain such refund, shall be the property of the Sellers and shall be retained by the Sellers or their designee (or promptly paid to the Sellers or their designee by the Buyers or the Company if such amount (or the benefit of such amount, if, for example, a refund is credited against Tax for another year) is received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt Buyers or any member Acquired Company or any of their respective Affiliates). Buyers shall cooperate in the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file filing of a Tax Return claim for refund for any Acquired Company with respect to any Pre-Closing Tax Refund if (A) the Seller Representative requests that Buyers or the Company file such Taxes;claim for refund, (B) all costs related to the preparation of such claim for refund are paid for by the Sellers, and (C) the filing of such claim for refund does not adversely affect the Buyers or any Acquired Company as reasonably determined by Buyers. For the avoidance of doubt, Pre-Closing Tax Refunds shall not include any refunds or reductions in Tax attributable to (x) the carryback of a Tax attribute arising out of a Post-Closing Tax Period or Post-Closing Straddle Period or (y) the carryforward of a Tax attribute arising out of a Pre-Closing Tax Period or Pre-Closing Straddle Period to a Post-Closing Tax Period or Post-Closing Straddle Period; provided, however, that in the event any of the Acquired Companies has paid estimated federal or state Taxes with respect to the taxable year beginning on January 1, 2011, and the amount of such Taxes paid with respect to any taxing jurisdiction is in excess of the amount of such Taxes that would be owed to such jurisdiction for the taxable year (or portion thereof) ending on the Closing Date based on the application of the principles of Section 6.2(a)(ii), such excess shall be considered a Pre-Closing Tax Refund. (ii) For the Benefit of Buyers. Any refund or credit of Taxes (including any Mallinckrodt Refund Amounts; interest paid thereon) for any Post-Closing Tax Period or Post-Closing Straddle Period of the Acquired Companies shall be the property of the Buyers or the Acquired Companies, as applicable, and shall be retained by the applicable Person (iii) 20% of any Refund of any Unanticipated Separation Taxes or promptly paid by the Sellers to the Buyers or the Company if such amount is received by the Sellers or any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(atheir Affiliates). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions).

Tax Refunds. (a) Mallinckrodt Notwithstanding anything to the contrary contained in this Agreement, Acquiror is authorized and shall be entitled to withhold, from the Aggregate Company Stockholder Cash Consideration otherwise payable to the Company Stockholders pursuant to Section 1.8(a), $280,000 (the “Tax Refund Holdback Amount”). The Tax Refund Holdback Amount shall be withheld from each Company Stockholder based on such Person’s Pro Rata Share. Any refunds for Taxes paid in 2014 on or prior to the Closing Date (including any interest in respect thereof received from a Governmental Entity) relating to the 2014 Tax Return received by Acquiror, the Surviving Entity or any of their Affiliates, and any credits received in lieu of a Tax refund to which Acquiror, Company of any of their Affiliates become entitled (including by way of any amended Tax Return), related to , or resulting or arising, directly or indirectly from, without duplication any Taxes of Company for any Pre-Closing Tax Period, shall (ito the extent not included as an asset in Company Net Working Capital that reduced a Working Capital Shortfall, as finally determined pursuant to Section 1.11) be considered the “Tax Refund Amount,” provided that such Tax Refund Amount shall be net of (1) any reasonable out-of-pocket costs associated in obtaining such refund of Taxes, (2) any Tax required to be withheld on such payment, and (3) any Taxes borne by Acquiror or Company as a result of its receipt of such credit or refund, and provided that any credit or refund related to a Straddle Period shall be prorated based upon the method employed in the definition of “Pre-Closing Taxes.” Acquiror and its Affiliates shall cause the Surviving Entity to use commercially reasonable efforts to obtain any Tax refund or credit that would contribute to the Tax Refund of Current Taxes received by any member Amount. Acquiror (or its agent) will disburse to each Company Stockholder such Person’s Pro Rata Share of the Mallinckrodt Group Tax Refund Holdback Amount or the Covidien GroupTax Refund Amount, where Mallinckrodt whichever is less, to be disbursed within 15 days after Acquiror, the Surviving Entity or any member of their Affiliates becomes entitled to the Mallinckrodt Group Tax Refund Amount (whether received in cash or applied as a credit against other Tax liabilities of Acquiror, the Surviving Entity or any of their Affiliates). If there is obligated under a subsequent reduction by a Governmental Entity (or by virtue of a change in applicable Law Tax law), of any amounts with respect to (i) which a payment has been made to the Company Stockholders by Acquiror pursuant to this Section 5.17(b), then the Company Stockholders shall pay Acquiror an amount equal to such Taxes reduction plus any interest or (ii) file penalties imposed by a Tax Return Governmental Entity with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Taxreduction. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions).

Tax Refunds. Purchaser shall use commercially reasonable efforts to apply for and obtain Tax Refunds (aas defined below in this Section 7.5) Mallinckrodt shall to which the Company or any of the Company Subsidiaries may be entitled to (i) any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group and to which Seller is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount payment of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five Section 7.5, unless Purchaser reasonably determines that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund; provided that if Seller objects to such determination by Purchaser that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund, Seller may submit the disagreement regarding whether any Purchaser Indemnitee would be adversely affected to the Accountants (5as provided in Section 7.3) Business Days after the receipt of and such Refund. For purposes of this Article 2.05(c), 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 disagreement shall be deemed to be a dispute regarding the preparation of filing of a Tax Return, using the procedure set forth in Section 7.3 for the resolution of such dispute. Notwithstanding the foregoing, Purchaser shall not be obligated to pursue any Tax Refund pursuant to this Section 7.5 on behalf of Seller if Purchaser reasonably determines that the cost of applying for and obtaining such Tax Refund exceeds the amount of such Tax Refund, unless Seller pays to Purchaser in advance amounts sufficient to cover such shortfall. Subject to Section 7.6, Purchaser shall pay or cause to be paid to Seller all Tax Refunds that are actually received on by the earlier Company or the Company Subsidiaries after the Closing Date (within 10 days of the actual receipt of such refund) for (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit Pre-Closing Period and (ii) a portion of all Tax Refunds paid by the date Company or the Company Subsidiaries for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.4), in each case, net of (x) any Taxes (or increase in Taxes) imposed upon or attributable to such Tax Refund and (y) all reasonable out-of-pocket costs and expenses of Purchaser Indemnitees incurred in connection with applying for and obtaining such Tax Refund and except to the extent such Tax Refund in (i) and (ii) are reflected on the Closing Working Capital Statement (in which payment case, such Tax Refund and the related out-of-pocket costs and expenses shall be for Purchaser’s account). Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be entitled to any Tax Refund with respect to the Company or the Company Subsidiaries which relates to a carryback of a Tax attribute (including net operating losses and net capital losses) generated in any Taxable period beginning after the Closing Date. For this purpose, a “Tax Refund” shall mean any refund, rebate, abatement, reduction or other recovery (whether directly or indirectly through a right of setoff or credit) of Taxes (including payments of estimated Taxes) of the Tax which would have otherwise been paid absent such offsetCompany, credit, or other similar benefit is due (determined without taking into account the Subsidiaries and their Affiliates and any applicable extensions)interest received thereon with respect to any Pre-Closing Periods and the Pre-Closing Portion of any Straddle Period.

Tax Refunds. (a) Mallinckrodt shall Until the Adjustment End Date, the Securityholders will be entitled to (i) any Refund of Current Taxes received by any member to all Tax refunds, Tax credits or Tax overpayments of the Mallinckrodt Group Company for Pre-Closing Tax Periods, net of any reasonable out-of-pocket costs incurred in obtaining such refund, credit or overpayment of Taxes, and any Taxes borne by Acquiror, the Surviving Entity, or any of their Affiliates as a result of their receipt of such refund, credit or overpayment of Tax. Any refund, credit or overpayment of Tax related to a Straddle Period will be prorated based upon the method set forth in the last sentence of the definition of Pre-Closing Taxes. Notwithstanding the foregoing, the Securityholders will not be entitled to any payment or other benefit in the event any of the Surviving Entity, Acquiror or their Affiliates receives any refund of Taxes that is attributable to carrying back to a Pre-Closing Tax Period a net operating loss or tax credit that arose in a taxable period (or portion thereof) beginning after the Closing Date. If Acquiror, the Surviving Entity or any of their Affiliates receives any Tax refund or Tax credit or benefits from a Tax overpayment to which the Securityholders are entitled pursuant to this Section 7.6(f) (each a “Pre-Closing Tax Refund”), Acquiror or the Covidien Group, where Mallinckrodt Surviving Entity will promptly pay (or any member cause their respective Affiliates to pay) the amount of such Pre-Closing Tax Refund (including interest to the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes extent paid or (ii) file credited by a Tax Return Governmental Entity with respect to such Taxes; (iirefund) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability Exchange Agent for such Taxes was actually borne by Mallinckrodt; provideddistribution to the Securityholders. Acquiror will, thatand will cause the Surviving Entity (and any applicable subsidiary) to, solely for purposes of this Article 2.05(a)(ivuse commercially reasonable efforts to obtain any Pre-Closing Tax Refund set forth on Schedule 7.6(f), and Acquiror and the Surviving Entity shall have no obligation to pursue any Refund in respect of a Separation other Pre-Closing Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(cSection 7.6(f), any Refund deferred Taxes described in clause (iii) of Pre-Closing Taxes that arises are included in Unpaid Pre-Closing Taxes but are determined pursuant to applicable Law not to be required to be paid or are subsequently refunded, in each case, prior to or on the Adjustment End Date will be treated 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 Pre-Closing 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 (determined without taking into account any applicable extensions)Refund.

Tax Refunds. (a) Mallinckrodt shall be entitled to To the extent the IRS has not approved the Tax Agent, (i) on or before September 30, 2001, Ocelot shall file IRS Form 1139, Corporation Application for Tentative Refund, to carry-back the approximately $8.4 million year 2000 product liability losses to the tax year ended January 2, 1994 and, if necessary, to any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or subsequent tax year; (ii) on or before the extended due date for filing the year 2001 Ocelot consolidated federal income Tax Return, the Corporations will prepare and Ocelot shall file IRS Form 1139, Corporation Application for Tentative Refund, to carry-back any Tax attribute of the Corporations to the earliest tax year possible; (iii) Ocelot shall allow Purchaser and its counsel to review such Form 1139 prepared by Ocelot in advance of filing with the IRS and shall not file such Form 1139s without the prior written consent of Purchaser, which will not be unreasonably withheld; (iv) Ocelot shall respond to any IRS inquiries relating to such Form 1139s, amended Tax Returns and refund claims on a timely basis so as not to delay receipt of any Tax Return refunds and allow Purchaser and its counsel to participate in any discussions with the IRS related thereto; and (v) Ocelot shall provide Purchaser at the Closing with a properly prepared and signed IRS Form 2848, Power of Attorney and Declaration of Representative, granting Purchaser's representatives authority to represent Ocelot, at Purchaser's expense, in Tax matters relating to such Form 1139s, amended Tax Returns and Tax refund claims resulting from carryback of any Tax attribute of the Corporations, which Power of Attorney and Declaration of Representative shall not be revoked by Ocelot or Shareholders. After Closing, any expenses attributable to preparing such Form 1139s and amended Tax Returns or attaining such Tax refunds shall be borne by the Corporations and the Purchaser. Prior to the Closing, Ocelot and the Corporations will use any Tax refund or reduction in Tax liability from the utilization of any Tax attribute of any of the Corporations, other than a reduction in Tax liability of any of the Corporations, to pay off outstanding balances under the Credit Facility when such refund is received or such reduction in Tax liability is realized by the Ocelot affiliated group. After the Closing, Ocelot or its successors will immediately pay to Purchaser any Tax refund received which results from a utilization of any Tax attribute of any of the Corporations by carryback or inclusion in the applicable Ocelot consolidated (or combined) Tax Return, whether prepared and filed by the Tax Agent or Ocelot, when such refund is received. Upon request by Purchaser from time to time, Ocelot or its successors shall provide Purchaser or its representatives access to all Tax returns and related books and records of Ocelot to enable Purchaser to confirm compliance with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such foregoing Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Taxmatters. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions).

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) After the Closing Date, except to the extent (A) included as an asset in Closing Net Working Capital as finally determined hereunder, or (B) attributable to the carryback of any Refund loss from a Post-Closing Tax Period to a Pre-Closing Tax Period, if Arion or any of Current Taxes received by its Affiliates receives any member Tax refund of the Mallinckrodt Group Purchased Entities for the Pre-Closing Tax Period or with respect to other Taxes for which Sphinx is responsible under Section 6.9(a)(i) or an Overpayment Credit, in each case to the Covidien Groupextent attributable to (x) Taxes paid by or on behalf of Sphinx, where Mallinckrodt any Purchased Entity or any member of Sphinx’s Affiliates on or prior to the Mallinckrodt Group is obligated under applicable Law to Closing Date, (iy) pay such Taxes actually indemnified by Sphinx hereunder or (iiz) file Taxes included as a Tax Return liability in Closing Net Working Capital (if any) (in each case, as finally determined hereunder), Arion shall pay to Sphinx the entire amount of such refund or Overpayment Credit (including any interest thereon from the Taxing Authorities, but net of any Taxes imposed by, a Taxing Authority with respect to such Taxes;Tax refund or other costs and expenses incurred by Arion or its Affiliates) as soon as practicable after receipt thereof; provided that if Arion is required to repay to the relevant Taxing Authority such Tax refund, Sphinx shall repay the amount previously paid by Arion to Sphinx pursuant to this Section 6.9(d) in respect of such refund (plus any penalties, interest or other charges imposed by the relevant Taxing Authority). Arion shall, at Sphinx’s sole cost and expense, prosecute in good faith and with reasonable diligence any Tax refund claims filed by a Purchased Entity or with respect to the Purchased Assets prior to the Closing which are identified in writing by Sphinx to Arion within 90 days of the Closing Date. Arion shall also, if requested by Sphinx within 90 days of the Closing Date, and at Sphinx’s sole cost and expense, cause the relevant entity to file for and attempt in good faith and with reasonable diligence to obtain any Tax refund (or Overpayment Credit) that would give rise to a payment under this Section 6.9(d); provided that, Arion shall only be required to take such action if (A) pursuing or obtaining such refund is, in Arion’s good faith judgment (after consultation with applicable tax counsel), reasonably expected to have the effect of increasing the Tax liability or decreasing any Tax asset or attribute (other than the Tax refund payable to Sphinx hereunder) of the Arion or its Affiliates in a Post-Closing Taxable Period, and (B) the legal right to such Tax refund has a “more likely than not” (or high confidence level) basis of being sustained if challenged by the relevant governmental authority. (ii) any Mallinckrodt Refund Amounts; (iii) 20% Except as otherwise required by applicable Law or in connection with the resolution of any Refund Tax Claim in accordance with Section 6.9(f), Arion shall not, and shall cause its Affiliates not to, (A) make or change any Tax election of the Purchased Entities or related to the Purchased Assets, the Assumed Liabilities or the Business for a Pre-Closing Tax Period or Straddle Period, (B) amend, file, refile or otherwise modify (or grant an extension of any Unanticipated Separation Taxes received by applicable statute of limitations with respect to) any member Pre-Closing Tax Return or Straddle Period Tax Return or (C) carry back any Tax attribute, including any loss, loss carry forward, credit, credit carry forward, prepaid Tax or refund, and any claim for or right to receive any of the Mallinckrodt Group foregoing (a “Tax Attribute”) of any of the Purchased Entities from a Tax period ending after the Closing Date to any Pre-Closing Tax Period (each, a “Post-Closing Tax Action”) in each case, without the prior written consent of Sphinx (such consent not to be unreasonably withheld, conditioned or delayed). If Arion or any of its Affiliates does carry back a Tax Attribute to a Pre-Closing Tax Period, then (x) no payment with respect to such carryback shall be due to Arion or any of its Affiliates from Sphinx or any of its Subsidiaries and (y) if Arion or any of its Affiliates receives any refund, credit or offset of any Taxes in connection with such carryback, Arion shall promptly pay to Sphinx the Covidien Group; provided, that, if the proportionate full amount of such refund of Taxes pursuant to Section 6.9(d). After the Closing, Sphinx shall not, and shall not permit any of its Subsidiaries to, amend any Tax that was borne by Mallinckrodt was lower than 20%, whether by reason Returns or change any Tax elections or accounting methods with respect to any of the application of Article 2.03 or otherwisePurchased Entities, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group Purchased Assets, the Assumed Liabilities or the Covidien Group Business relating to any Pre-Closing Tax Period to the extent that liability for such amendment or change could be expected to increase the Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party Arion or any member of its Affiliates (including the Purchased Entities) for which it would not otherwise be indemnified under Section 6.9(a) unless such Party’s Group that change is allocable necessary to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c)comply with applicable Tax law, any Refund that arises as a result of an offset, credit, or other similar benefit reasonably determined 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 (determined without taking into account any applicable extensions)good faith by Sphinx.

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien GA Interholdco shall be entitled to all any refunds (or credits received in lieu of such refunds) received for Taxes paid for any Pre-Closing Tax Period of the GA Blocker (the “GA Blocker Tax Refund”), (ii) each RCP Blocker Stockholder, in accordance with the percentages set forth opposite such RCP Blocker Stockholder’s name on Schedule 1.1, shall be entitled to any refunds (or credits received in lieu of such refunds) received for Taxes paid for any Pre-Closing Tax Period of the RCP Blocker (the “RCP Blocker Tax Refund” and together with the GA Blocker Tax Refund, the “Blocker Tax Refunds”) and (iii) the Blocker Sellers and the Unitholders (other than any holder of Blocker Units) shall be entitled to any refunds (or credits received in lieu of such refunds) received for Taxes paid for any Pre-Closing Tax Period of the Barteca Entities (including, for the avoidance of doubt, any refunds of employment, payroll and similar Taxes paid or withheld by the Barteca Entities in respect of employees or other service providers of, the Barteca Entities prior to the Closing) (each, a “Barteca Tax Refund”), in each case along with any interest paid by the relevant Tax Authority with respect thereto; provided that Blocker Tax Refunds related and Barteca Tax Refunds shall exclude any Tax refund (or credit in lieu of such refund) (A) resulting from the carryback of a net operating loss from a Tax period (or portion thereof) ending after the Closing Date to Specified a Pre-Closing Tax Period, (B) with respect to Taxes which are economically borne by Purchaser or any of its Affiliates (including, after the Closing, the Barteca Entities) or (C) to the extent such Tax refund (or credit in lieu of such refund) was included in the final calculation of the Actual Working Capital. Purchaser shall be entitled to any refunds (or credits received in lieu of such refunds) received for taxes paid by any member of the Mallinckrodt Group Barteca Entities or the Covidien Group Blockers other than those the Blocker Tax Refunds and the Barteca Tax Refunds. Any Party (or any of its Affiliates) that receives a refund (or credit received in lieu of such refund) to which Mallinckrodt another Party is entitled pursuant to Article 2.05(a). (cunder this Section 7.6(d) Each Party shall pay the amount of such refund (or credit received in lieu of such refund), net of (1) any reasonable out-of-pocket expenses incurred in connection with obtaining such refund or credit, and (2) in the case of a Barteca Tax Refund resulting from a Tax Action that is described in clause (iii) of the proviso in the definition of Pre-Closing Taxes, any amounts paid or payable by the Company that are described in clause (iii) of the proviso in the definition of Pre-Closing Taxes, to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five entitled thereto within ten (510) Business Days after receipt thereof. At the receipt of such Refund. For purposes of this Article 2.05(c), 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 request of the Sellers’ Representative, Purchaser and its Affiliates shall use commercially reasonable efforts to obtain any such Blocker Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions)Refunds and/or Barteca Tax Refunds.

Tax Refunds. (a) Mallinckrodt shall be entitled to If and to the extent (i) Equity Seller or Sellers' Parent has indemnified Equity Purchaser or ATPG from any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or and (ii) file such Taxes are refunded in any form (e.g., by way of payment, set-off, etc.) as a Tax Return result of appeals being filed or by reason of a court decision or a closing agreement or any other final settlement agreement entered into in connection with an administrative or judicial proceeding, Equity Purchaser or its legal successors shall reimburse Equity Seller for payments made by Equity Seller under Section 10.1 with respect to such Taxes; (ii) , together with any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received interest paid on the reimbursed amounts by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Taxrelevant tax authorities. (b) Covidien If and to the extent (i) Equity Seller has indemnified Equity Purchaser or ATPG from any Taxes and (ii) the Seller Parties or their consultants determine that such Taxes are refundable in any form (e.g., by way of payment, set-off, etc.), then Equity Purchaser shall ensure that ATPG takes all commercially reasonable actions necessary to ensure that such Taxes are refunded to Equity Seller, including, without limitation, making filings with Governmental Entities, provided that the Seller Parties shall be entitled to responsible for any and all Refunds related to Specified Taxes received costs incurred by 66 Equity Purchaser in connection with such actions. Sellers shall not be responsible for the cost of any member of services covered by the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a)Armacell Agreement. (c) Each Party Equity Purchaser or their legal successors shall pay reimburse Equity Seller the amount of any other Tax refund of ATPG relating to (portions of) periods prior to the other Party Closing Date including any Refund received interest paid thereon unless such refund is shown in the Closing Date Balance Sheet. (d) Equity Purchaser shall notify Equity Seller in writing of the receipt of any Tax refund in any form (e.g., by way of payment, set-off, etc.) within thirty (30) Business Days following such Party or any member of such Party’s Group that is allocable receipt, set-off, etc. Any amount payable to the other Party Equity Seller pursuant to this Article 2.05 no later than five Section 10.4 shall be due and payable within ten (510) Business Days after the receipt delivery of such Refund. For purposes of this Article 2.05(c), 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 (determined without taking into account any applicable extensions)notice.

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) For any Refund of Current Taxes received by any member Consolidated Return Year in which the Company receives a tax refund from a taxing authority, the Company obtains these funds as an agent for the Group on behalf of the Mallinckrodt Group or members; the Covidien Group, where Mallinckrodt or amount of any member such refund attributable to the Subsidiaries is the property of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation TaxSubsidiaries. (b) Covidien If, for any taxable year, the Subsidiaries incur a loss for tax purposes (calculated on a Separate Entity Basis, under Section 3(a) above), the Subsidiaries shall record a current tax benefit and receive a refund from the Company in an amount no less than the amount the Subsidiaries would have been entitled to receive as separate entities. The refund will be made to the Subsidiaries by the Company within ten days following the date the Subsidiaries would have filed their own return, regardless of whether the consolidated group is receiving a refund. This period will not exceed the period for refunding excess estimated payments specified in Section 3(b) above. This Agreement does not prevent the Company from reimbursing the Subsidiaries in an amount greater than the refund amount due to the Subsidiaries on a Separate Entity Basis. If the Subsidiaries will not be required to repay this excess amount to the Company, such an additional amount received by the Subsidiaries from the Company shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a)reported as a capital contribution. (c) Each Party shall pay For any taxable year in which the Subsidiaries incur a tax loss calculated on a Separate Entity Basis, and the Subsidiaries as separate entities would not be entitled to a current refund because they have no carryback benefits available on a Separate Entity Basis, the Company may still be able to utilize the Subsidiaries’ tax loss to reduce the consolidated group’s current tax liability. In this situation, the Company may elect to reimburse the Subsidiaries for use of the Subsidiaries’ tax loss. If such reimbursement to the other Party any Refund received Subsidiaries are made by the Company within a reasonable time following the Company’s use of the tax loss, the Subsidiaries will reflect the tax benefit of the loss in the current portion of their applicable income taxes in the period the loss is incurred. If such Party or any member of such Party’s Group that reimbursement is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days made after the receipt period described in the previous sentence, the Subsidiaries will not recognize the tax benefit in the current portion of such Refundtheir applicable income taxes in the loss year. For purposes In this latter case where reimbursement is not made, the tax loss represents a loss carryforward of this Article 2.05(c)the Subsidiaries, any Refund that arises the benefit of which is recognized 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 deferred tax asset of the Tax which would have otherwise been paid absent such offsetSubsidiaries, credit, or other similar benefit is due (determined without taking into account net of any applicable extensions)valuation allowance.

Tax Refunds. Any refunds of Taxes with respect to any Pre-Closing Tax Period that are received by Purchaser, Bregal Blocker, Vista Blocker or the Company Group after the Closing Date, (a) Mallinckrodt any such refund, a “Pre-Closing Tax Refund”), shall be entitled to for the account of the Sellers, and Purchaser shall pay over to Sellers’ Representative for the benefit of the Sellers any such Pre-Closing Tax Refund within fifteen (15) days after receipt thereof; provided, that (i) to the extent any Refund such Pre-Closing Tax Refunds are received with respect to Bregal Blocker, such Pre-Closing Tax Refunds shall be for the account of Current Taxes Bregal Seller; and (ii) to the extent any such Pre-Closing Tax Refunds are received by with respect to Vista Blocker, then such Pre-Closing Tax Refunds shall be for the account of Vista Seller. Purchaser shall reasonably cooperate with Sellers’ Representative in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (A) Purchaser shall not, and shall cause each of Bregal Blocker, Vista Blocker and the Company Group not to waive any carryback of net operating loss or other Tax attribute of any member of the Mallinckrodt Group Bregal Blocker, Vista Blocker or the Covidien Group, where Mallinckrodt Company Group generated or any member of otherwise attributable to a Pre-Closing Tax Period if such waiver would reduce the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group due to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party Sellers pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(cSection 9.8(f), (B) Purchaser, Bregal Blocker, Vista Blocker and the Company Group will carryback any Refund that arises net operating losses for any Pre-Closing Tax Period to prior taxable periods as allowable by applicable law and shall claim Tax refunds as a result of an offsetsuch carryback (including through the filing of amended Tax Returns), credit(C) any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities, or other similar benefit (D) Purchaser, Bregal Blocker, Vista Blocker and the Company Group shall reasonably cooperate with Sellers in respect timely preparing and filing Tax Returns (including amendments of Taxes other than prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) for any Pre-Closing Tax Period and for any Straddle Period, and (E) apportionment of any Pre-Closing Tax Refund to the portion of a receipt of cash Straddle Period ending on and including the Closing Date 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 (determined without taking into account any applicable extensionsin accordance with Section 9.8(d).

Tax Refunds. Purchaser shall use commercially reasonable efforts to apply for and obtain Tax Refunds (aas defined below in this Section 7.5) Mallinckrodt shall to which the Company or any of the Company Subsidiaries may be entitled to (i) any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group and to which Seller is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount payment of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five Section 7.5, unless Purchaser reasonably determines that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund; provided that if Seller objects to such determination by Purchaser that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund, Seller may submit the disagreement regarding whether any Purchaser Indemnitee would be adversely affected to the Accountants (5as provided in Section 7.3) Business Days after the receipt of and such Refund. For purposes of this Article 2.05(c), 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 disagreement shall be deemed to be a dispute regarding the preparation of filing of a Tax Return, using the procedure set forth in Section 7.3 for the resolution of such dispute. Notwithstanding the foregoing, Purchaser shall not be obligated to pursue any Tax Refund pursuant to this Section 7.5 on behalf of Seller if Purchaser reasonably determines that the cost of applying for and obtaining such Tax Refund exceeds the amount of such Tax Refund, unless Seller pays to Purchaser in advance amounts sufficient to cover such shortfall. Subject to Section 7.6, Purchaser shall pay or cause to be paid to Seller all Tax Refunds that are actually received on by the earlier Company or the Company Subsidiaries after the Closing Date (within 10 days of the actual receipt of such refund) for (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit Pre-Closing Period and (ii) a portion of all Tax Refunds paid by the date Company or the Company Subsidiaries for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.4), in each case, net of (x) any Taxes (or increase in Taxes) imposed upon or attributable to such Tax Refund and (y) all reasonable out-of-pocket costs and expenses of Purchaser Indemnitees incurred in connection with applying for and obtaining such Tax Refund and except to the extent such Tax Refund in (i) and (ii) are reflected on the Closing Working Capital Statement (in which payment case, such Tax Refund and the related out-of-pocket costs and expenses shall be for Purchaser’s account). Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be entitled to any Tax Refund with respect to the Company or the Company Subsidiaries which relates to a carryback of a Tax attribute (including net operating losses and net capital losses) generated in any Taxable period beginning after the Closing Date. For this purpose, a «Tax Refund« shall mean any refund, rebate, abatement, reduction or other recovery (whether directly or indirectly through a right of setoff or credit) of Taxes (including payments of estimated Taxes) of the Tax which would have otherwise been paid absent such offsetCompany, credit, or other similar benefit is due (determined without taking into account the Subsidiaries and their Affiliates and any applicable extensions)interest received thereon with respect to any Pre-Closing Periods and the Pre-Closing Portion of any Straddle Period.

Tax Refunds. (a) Mallinckrodt shall be entitled to (i) any Refund of Current Taxes received by any member of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount of such Tax that was borne by Mallinckrodt was lower than 20%, whether by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group Except to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking taken into account in the application calculation of Article 2.03Net Working Capital as finally determined pursuant to Section 1.04, and thereafter as taken into account in calculating the Final Cash Consideration or subject to a Refund payment obligation of a Covidien Separation Tax. (b) Covidien the Company or its Subsidiaries to another Person that is in effect on or before the Closing Date, the Seller shall be entitled to all Refunds related to Specified any refund or credit for overpayment of Taxes (in lieu of a refund) (including any interest paid by a Governmental Entity thereon) received by any member the Company or its Subsidiaries prior to the second anniversary of the Mallinckrodt Group or Closing Date (a “Tax Refund”) of the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party Company or any member of such Party’s Group that is allocable to its Subsidiaries for any Pre-Closing Tax Period of Taxes paid by the other Party pursuant to this Article 2.05 no later than Company or any of its Subsidiaries on or before the Closing Date. Within five (5) Business Days after receipt by the receipt Purchaser, the Company or any Subsidiary thereof of any Tax Refund to which the Seller is entitled, the Purchaser or the Company shall, or shall cause the applicable Subsidiary to, deliver and pay over, by wire transfer of immediately available funds, such RefundTax Refund to an account or accounts designated by the Seller, net of any Taxes and other expenses incurred to obtain such Tax Refunds. For purposes The Purchaser will, and will cause the Company and its Subsidiaries to, at the Seller’s expense, execute such documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Purchaser, the Company and its Subsidiaries to perfect their rights in and obtain all Tax Refunds for which any such Person is eligible and to which the Seller is entitled. None of the Purchaser, the Company, or its Subsidiaries shall forfeit, fail to collect or otherwise minimize any Tax Refund to which the Seller would be entitled under this Article 2.05(cSection 10.02(h), except as required by applicable Laws. In the case of any Refund that arises as a result Straddle Period, the amount of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash Tax Refunds to which the Seller is entitled shall be deemed determined as if the relevant Straddle Period ended on the Closing Date. Notwithstanding any other provision in this Agreement, if any such refunds that are subsequently required to be received on paid back to a Governmental Entity (each, a “Disallowed Tax Benefit”), then such refunds shall be indemnifiable Losses for which the earlier of (i) Seller shall indemnity 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 (determined without taking into account any applicable extensions)Purchaser pursuant to Article XI.

Tax Refunds. Borrower has informed Agent and Lenders that it expects to receive the Tax Refunds and hereby agrees and reaffirms that Agent has a lien on and security interest in the Tax Refunds pursuant to the terms and provisions of the Collateral Documents. Notwithstanding the foregoing and without limiting, prejudicing, qualifying or otherwise modifying the terms of the Collateral Documents, Borrower hereby assigns all of its rights, title and interest to the Tax Refunds to Agent on behalf of the Lenders and grants to Agent a lien upon and security interest in the Tax Refunds. In furtherance of the foregoing, Borrower hereby agrees as follows: (a) Mallinckrodt Borrower shall be entitled to (i) any Refund of Current Taxes received by any member file its 1998 and 2000 Federal and state income tax returns and/or amendments as soon as practicable but in no event later than June 30, 2001 and shall take all reasonable steps and actions to expedite the processing and obtaining of the Mallinckrodt Group or the Covidien Group, where Mallinckrodt or any member of the Mallinckrodt Group is obligated under applicable Law to (i) pay such Taxes or (ii) file a Tax Return Refunds. Borrower shall provide Agent with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group; provided, that, if the proportionate amount certified copies of such Tax that was borne by Mallinckrodt was lower than 20%returns and any associated filings, whether by reason of the application of Article 2.03 amendments, documents or otherwise, Mallinckrodt will be entitled to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Group to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Taxcorrespondence relating thereto. (b) Covidien Borrower shall be entitled direct the Internal Revenue Service, on IRS Form 8888 or any successor form thereto, to all deposit that portion of the Tax Refunds related representing Federal income tax refunds, directly to Specified Taxes an account designated and controlled by Agent. Borrower shall not, thereafter amend, modify or rescind such direction to the Internal Revenue Service. Borrower hereby directs and authorizes Agent to apply the Tax Refunds, as and when received by any member Agent, to the immediate reduction of the Mallinckrodt Group or then outstanding principal balance of the Covidien Group Term Loan and upon payment of the Term Loan in full (together with all unpaid and accrued interest thereon), to the repayment of the other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a)Obligations as provided in the Credit Agreement and in permanent reduction of the Aggregate Commitment. (c) Each Party shall pay Borrower agrees to execute such other documents, instruments or agreements and to take such other actions as Agent may reasonably request in order to facilitate and expedite the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), 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 obtaining and (ii) the date on which payment application of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions)Refunds as contemplated hereunder. Borrower’s failure to strictly comply with the provisions of this Section 3 shall constitute an immediate Default under the Credit Agreement.

Tax Refunds. The JV Company shall, or shall cause the applicable Purchased Company or Purchased Subsidiary to, pay to the JV Company Holders any refunds (aor credits in lieu of a refund) Mallinckrodt of Taxes of the Purchased Companies or the Purchased Subsidiaries that relate to a Pre-Closing Tax Period, plus any interest received with respect thereto from an applicable Governmental Authority, other than any Purchaser Tax Refund (any refund (or credit in lieu of a refund) payable to JV Company Holders, a “Seller Refund”). Any Seller Refunds payable to the JV Company Holders pursuant to this Section 6.10(k) shall be entitled to (i) any Refund of Current Taxes received by any member paid to the JV Company Holder that transferred the applicable Purchased Equity Interests of the Mallinckrodt Group Purchased Company (or the Covidien Group, where Mallinckrodt or any member Purchased Subsidiary thereof) to which such Seller Refund is attributable. In furtherance of the Mallinckrodt Group is obligated foregoing, the JV Company shall cause the Purchased Companies and Purchased Subsidiaries (or other relevant entity) to use their commercially reasonable efforts to take such actions as are reasonably requested by the JV Company Holders to obtain any refund or credit to which the JV Company Holders are entitled under applicable Law to (i) pay such Taxes or (ii) file a Tax Return with respect to such Taxes; (ii) any Mallinckrodt Refund Amounts; (iii) 20% of any Refund of any Unanticipated Separation Taxes received by any member of the Mallinckrodt Group or the Covidien Groupthis Section 6.10(k); provided, thatthat the Buyers and the JV Company (and the Purchased Companies and Purchased Subsidiaries) shall not be required to take any actions that would result in adverse consequences or unreimbursed out-of-pocket costs to the Buyers, if the proportionate amount JV Company, the Purchased Companies, or the Purchased Subsidiaries. The JV Company shall, or shall cause the applicable Purchased Company or Purchased Subsidiary to, promptly (and shall use commercially reasonable efforts to, within ten (10) days), upon receipt (or utilization of a credit to offset Taxes otherwise payable) of a Seller Refund, make payment to the JV Company Holders of any such Tax that was borne Seller Refund, plus any interest received with respect thereto from an applicable Governmental Authority, net of any reasonable, documented costs or Taxes incurred by Mallinckrodt was lower than 20%the Buyers, whether JV Company, the Purchased Companies or the Purchased Subsidiaries in obtaining or paying over such refunds or credits. Buyers, the JV Company and Seller Parent shall (and shall cause their respective Affiliates to) treat payments made pursuant to this Section 6.10(k) as adjustments to the Closing Purchase Price to the fullest extent permitted by reason of the application of Article 2.03 or otherwise, Mallinckrodt will be entitled applicable Law. This Section 6.10(k) shall not apply to such lower proportionate amount of such Refund of Unanticipated Separation Taxes; and (iv) any Refund of Mallinckrodt Separation Taxes a refund received by or credited to the account of a Purchased Company or Purchased Subsidiary in respect of any member of period ending on or prior to the Mallinckrodt Group or the Covidien Group Closing Date to the extent that liability for such Taxes was actually borne by Mallinckrodt; provided, that, solely for purposes of this Article 2.05(a)(iv), any Refund in respect of a Separation Tax shall be treated first as a Refund of a Mallinckrodt Separation Tax if and only to the extent Mallinckrodt bore such Tax, taking into account the application of Article 2.03, and thereafter as a Refund of a Covidien Separation Tax. (b) Covidien shall be entitled to all Refunds related to Specified Taxes received by any member of the Mallinckrodt Group or the Covidien Group other than those to which Mallinckrodt is entitled pursuant to Article 2.05(a). (c) Each Party shall pay to the other Party any Refund received by such Party or any member of such Party’s Group that is allocable to the other Party pursuant to this Article 2.05 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.05(c), any Refund that refund arises as a result of an offset, credit, the carry-back of a loss arising in a period (or portion thereof) beginning after the Closing Date pursuant to section 111 of the Income Tax Act (Canada) or the equivalent provisions of applicable Law of a province or other similar benefit in respect jurisdiction. The JV Company Holders shall repay to the JV Company or the applicable Purchased Company or Purchased Subsidiary any amount of Taxes other than a receipt of cash shall be deemed refunds paid over to the applicable JV Company Holder under this Section 6.10(k) that are clawed-back and required to be received on returned to 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 (determined without taking into account any applicable extensions)taxing authority.