Common use of Taxes, Refunds and Credits Clause in Contracts

Taxes, Refunds and Credits. Notwithstanding Section 3.01 and Section 3.02, (i) Compuware shall be liable for all Taxes incurred by any person with respect to the Compuware Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person with respect to such Taxes, and (ii) Covisint and each Covisint Affiliate shall be jointly and severally liable for all Taxes incurred by any person with respect to the Covisint Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person with respect to such Taxes; provided, however, that in the case of Taxes related to the Covisint Business as set forth in Section 3.01(a), Covisint shall only be entitled to refunds to the extent set forth in Section 3.01(a). Nothing in this Agreement shall be construed to require compensation, by payment, credit, offset or otherwise, by Compuware (or any Compuware Affiliate) to Covisint (or any Covisint Affiliate) for any loss, deduction, credit or other Tax attribute arising in connection with, or related to, Covisint, any Covisint Affiliate, or the Covisint Business, that is shown on, or otherwise reflected with respect to, any Tax Return described in Section 2.01; provided, however, that in the event the Covisint Separate Tax Liability with respect to a particular taxable period or portion thereof beginning on or after the Effective Date is less than zero (i.e., the calculation results in Covisint Separate Tax Assets), Compuware shall pay to Covisint an amount equal to the Tax Benefit that the Compuware Group recognizes as a result of the Covisint Separate Tax Liability being less than zero for such taxable period.

Taxes, Refunds and Credits. Notwithstanding Section Sections 3.01 and Section 3.023.02 of this Agreement, (i) Compuware RVI shall be liable for all Taxes incurred by any person Subsidiary with respect to the Compuware RVI Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person with respect to such Taxes, and (ii) Covisint DSW and each Covisint DSW Affiliate shall be jointly and severally liable for all Taxes incurred by any person RVI Subsidiary with respect to the Covisint DSW Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person with respect to such Taxes; provided, however, that in the case of Taxes related to the Covisint Business as set forth in Section 3.01(a), Covisint shall only be entitled to refunds to the extent set forth in Section 3.01(a). Nothing in this Agreement shall be construed as to require compensation, by payment, credit, offset or otherwise, by Compuware RVI (or any Compuware RVI Affiliate) to Covisint DSW (or any Covisint DSW Affiliate) for any loss, deduction, credit or other Tax attribute arising in connection with, or related to, CovisintDSW, any Covisint DSW Affiliate, or the Covisint DSW Business, that is shown on, or otherwise reflected with respect to, any Tax Return described in Section 2.01; provided2.01 of this Agreement. Notwithstanding anything to the contrary in this Agreement, however, that in the event the Covisint Separate Tax Liability any Taxes incurred by RVI or RVI Affiliates with respect to a particular taxable period the receipt by RVI or portion thereof beginning on RVI Affiliates of some or after all of the Effective Date is less proceeds derived from the IPO shall be solely the responsibility of RVI. Notwithstanding anything to the contrary in this Agreement (other than zero (i.e., the calculation results in Covisint Separate Tax AssetsSection 4 of this Agreement), Compuware DSW shall pay not be liable for, and shall have no obligation under this Agreement in respect of, any Taxes (other than Distribution Taxes pursuant to Covisint an amount equal Section 4 of this Agreement) arising out of or relating to the Tax Benefit that exercise by any person of any warrant, option, exchange right, conversion right or similar arrangement contemplated by the Compuware Group recognizes letter of intent (and the accompanying term sheet), dated as a result of the Covisint Separate Tax Liability being less than zero for such taxable period.March 10, 2005, by and among RVI, each of its Subsidiaries, and Cerberus Partners, L.P.

Taxes, Refunds and Credits. Notwithstanding Section Sections 3.01 and Section 3.023.02 of this Agreement, (i) Compuware RVI shall be liable for all Taxes incurred by any Subsidiary with respect to the RVI Business for all periods and shall be entitled to all refunds and credits of Taxes previously Table of Contents incurred by any person with respect to such Taxes, and (ii) DSW and each DSW Affiliate shall be jointly and severally liable for all Taxes incurred by any RVI Subsidiary with respect to the Compuware DSW Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person with respect to such Taxes, and (ii) Covisint and each Covisint Affiliate shall be jointly and severally liable for all Taxes incurred by any person with respect to the Covisint Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person with respect to such Taxes; provided, however, that in the case of Taxes related to the Covisint Business as set forth in Section 3.01(a), Covisint shall only be entitled to refunds to the extent set forth in Section 3.01(a). Nothing in this Agreement shall be construed as to require compensation, by payment, credit, offset or otherwise, by Compuware RVI (or any Compuware RVI Affiliate) to Covisint DSW (or any Covisint DSW Affiliate) for any loss, deduction, credit or other Tax attribute arising in connection with, or related to, CovisintDSW, any Covisint DSW Affiliate, or the Covisint DSW Business, that is shown on, or otherwise reflected with respect to, any Tax Return described in Section 2.01; provided2.01 of this Agreement. Notwithstanding anything to the contrary in this Agreement, however, that in the event the Covisint Separate Tax Liability any Taxes incurred by RVI or RVI Affiliates with respect to a particular taxable period the receipt by RVI or portion thereof beginning on RVI Affiliates of some or after all of the Effective Date is less proceeds derived from the IPO shall be solely the responsibility of RVI. Notwithstanding anything to the contrary in this Agreement (other than zero (i.e., the calculation results in Covisint Separate Tax AssetsSection 4 of this Agreement), Compuware DSW shall pay not be liable for, and shall have no obligation under this Agreement in respect of, any Taxes (other than Distribution Taxes pursuant to Covisint an amount equal Section 4 of this Agreement) arising out of or relating to the Tax Benefit that exercise by any person of any warrant, option, exchange right, conversion right or similar arrangement contemplated by the Compuware Group recognizes letter of intent (and the accompanying term sheet), dated as a result of the Covisint Separate Tax Liability being less than zero for such taxable period.March 10, 2005, by and among RVI, each of its Subsidiaries, and Cerberus Partners, L.P.

Taxes, Refunds and Credits. Notwithstanding Section 3.01 and Section 3.02, (i) Compuware shall be liable for all Taxes incurred by any person Person with respect to the Compuware Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person Person with respect to such Taxes, and (ii) Covisint and each Covisint Affiliate shall be jointly and severally liable for all Taxes incurred by any person Person with respect to the Covisint Business for all periods and shall be entitled to all refunds and credits of Taxes previously incurred by any person Person with respect to such Taxes; provided, however, that in the case of Taxes related to the Covisint Business as set forth in Section 3.01(a), Covisint shall only be entitled to refunds to the extent set forth in Section 3.01(a). Nothing in this Agreement shall be construed to require compensation, by payment, credit, offset or otherwise, by Compuware (or any Compuware Affiliate) to Covisint (or any Covisint Affiliate) for any loss, deduction, credit or other Tax attribute arising in connection with, or related to, Covisint, any Covisint Affiliate, or the Covisint Business, that is shown on, or otherwise reflected with respect to, any Tax Return described in Section 2.01; provided, however, that in the event the Covisint Separate Tax Liability with respect to a particular taxable period or portion thereof beginning on or after the Effective Date January 1, 2013 is less than zero (i.e., the calculation results in Covisint Separate Tax Assets), Compuware shall pay to Covisint an amount equal to the Tax Benefit that the Compuware Group recognizes as a result of the Covisint Separate Tax Liability being less than zero for such taxable period.