Common use of Carrybacks and Carryovers Clause in Contracts

Carrybacks and Carryovers. Seller will not pay to the Buyer any refund of Taxes or reduction in Seller's liability for Taxes resulting from a carryback of a post-acquisition tax attribute of the Company into the Seller Group's consolidated tax return, and Buyer and the Company shall be permitted to waive the carryback of any such post-acquisition tax attribute. Such payment shall be made promptly after such refund or reduction is realized by the Seller Group. Seller will cooperate with the Company and the Buyer in obtaining any such refund or reduction in Taxes, including through the filing of amended tax returns or refund claims.