PAYMENT OF THE TAX
AGAINST WHICH SUCH REFUND HAS BEEN CREDITED.
ANY PAYMENT REQUIRED TO BE MADE
PURSUANT TO THIS SECTION 2.02(A)(III) SHALL BE MADE WITHIN THIRTY (30) DAYS OF
THE RECEIPT OF THE REFUND.
IF ABBOTT REASONABLY SO REQUESTS, HOSPIRA, AT
ABBOTT'S EXPENSE, SHALL FILE FOR AND PURSUE ANY REFUND TO WHICH ABBOTT IS
ENTITLED UNDER THIS SECTION 2.02(A).
IF HOSPIRA REASONABLY SO
6
REQUESTS, ABBOTT, AT HOSPIRA'S EXPENSE, SHALL FILE FOR AND PURSUE ANY REFUND TO
WHICH HOSPIRA IS ENTITLED UNDER THIS SECTION 2.02(A).
THE PARTY MAKING A
PAYMENT PURSUANT TO THIS SECTION 2.02(A)(III) MUST DELIVER WITH THE PAYMENT A
STATEMENT DESCRIBING
IN REASONABLE DETAIL THE BASIS FOR THE CALCULATION OF THE
AMOUNT BEING PAID.
(IV)
CARRYBACKS.
1)
THE HOSPIRA GROUP SHALL BE ENTITLED TO ANY REFUND OF ABBOTT'S
TAX FOR A PRE-DISTRIBUTION PERIOD RESULTING FROM CARRYING BACK ANY ITEM OF LOSS,
DEDUCTION OR CREDIT THAT ARISES IN ANY POST-DISTRIBUTION PERIOD OF HOSPIRA ONLY
TO THE EXTENT THAT (A) ABBOTT HAS NO ITEM OF LOSS, DEDUCTION, OR CREDIT THAT CAN
BE CARRIED BACK TO SUCH TAXABLE PERIOD AND (B) SUCH CARRYBACK DOES NOT HAVE A
MATERIAL ADVERSE IMPACT ON ABBOTT, AS REASONABLY DETERMINED BY ABBOTT.
IF
ABBOTT
RECEIVES ANY SUCH REFUND, IT SHALL PAY THE PORTION THEREOF TO WHICH
HOSPIRA IS ENTITLED WITHIN THIRTY (30) DAYS OF RECEIPT OF SUCH REFUND IF
HOSPIRA'S PORTION IS $100 MILLION OR LESS.
IF HOSPIRA'S PORTION IS MORE THAN
$100 MILLION, THEN ABBOTT SHALL PAY THE INITIAL $100 MILLION WITHIN THIRTY (30)
DAYS OF RECEIPT OF SUCH REFUND, AND ANY AMOUNTS IN EXCESS OF $100 MILLION SHALL
BE PAID WITHIN THIRTY (30) DAYS OF THE LATER OF (C) A DETERMINATION WITH RESPECT
TO ABBOTT'S TAX FOR SUCH PRE-DISTRIBUTION PERIOD OR (D) A DETERMINATION WITH
RESPECT TO HOSPIRA'S TAX FOR THE POST-DISTRIBUTION PERIOD THAT GAVE RISE TO THE
REFUND RECEIVED BY ABBOTT; PROVIDED, HOWEVER, THAT IF HOSPIRA PROVIDES ABBOTT
WITH A LETTER OF CREDIT IN A FORM REASONABLY ACCEPTABLE TO ABBOTT AND ISSUED BY
A MAJOR MONEY CENTER COMMERCIAL BANK REASONABLY ACCEPTABLE TO ABBOTT NOT
EXPIRING BEFORE THE LATER OF CLAUSE (C) OR (D) OF THIS SECTION 2.02(A)(IV)(1),
THEN ABBOTT SHALL PAY TO HOSPIRA THAT PORTION OF THE REFUND COVERED BY THE
LETTER OF CREDIT NO LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF THE REFUND OR
OF THE LETTER OF CREDIT, WHICHEVER IS LATER.
2)
IF HOSPIRA HAS A LOSS OR OTHER TAX ATTRIBUTE FOR ANY
POST-DISTRIBUTION PERIOD THAT IS TO BE CARRIED BACK TO ANY PRE-DISTRIBUTION
PERIOD, HOSPIRA SHALL NOTIFY ABBOTT THAT SUCH ITEM SHOULD BE CARRIED BACK.
SUCH
NOTIFICATION SHALL INCLUDE A DESCRIPTION IN REASONABLE DETAIL OF THE GROUNDS FOR
THE REFUND AND THE AMOUNT THEREOF, AND A CERTIFICATION BY AN APPROPRIATE OFFICER
OF HOSPIRA SETTING FORTH HOSPIRA'S BELIEF, BASED ON A THOROUGH EXAMINATION OF
THE FACTS AND TAX LAW RELATING TO THE TAX TREATMENT OF SUCH ITEM, THAT THE TAX
TREATMENT OF SUCH ITEM IS SUPPORTED BY "SUBSTANTIAL AUTHORITY" WITHIN THE
MEANING OF SECTION 6662 OF THE CODE