Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. To the extent that any payments made by PNX in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco in any taxable period, Spinco will promptly remit to PNX the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) Spinco’s actual Tax liability taking into account any Retained Liability Payment with (ii) what Spinco’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco makes a remittance to PNX of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX will promptly pay to Spinco that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.

Retained Liabilities. To the extent that any payments made by PNX IDT in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco CTM in any taxable period, Spinco CTM will promptly remit to PNX IDT the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco CTM will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco CTM is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) SpincoCTM’s actual Tax liability taking into account any Retained Liability Payment with (ii) what SpincoCTM’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco CTM makes a remittance to PNX IDT of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX IDT will promptly pay to Spinco CTM that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.

Retained Liabilities. To the extent that any payments made by PNX IDT in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco SPCI in any taxable period, Spinco SPCI will promptly remit to PNX IDT the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco SPCI will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco SPCI is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) SpincoSPCI’s actual Tax liability taking into account any Retained Liability Payment with (ii) what SpincoSPCI’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco SPCI makes a remittance to PNX IDT of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX IDT will promptly pay to Spinco SPCI that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.

Retained Liabilities. To the extent that any payments made by PNX IDT in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco Zedge in any taxable period, Spinco Zedge will promptly remit to PNX IDT the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco Zedge will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco Zedge is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) SpincoZedge’s actual Tax liability taking into account any Retained Liability Payment with (ii) what SpincoZedge’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco Zedge makes a remittance to PNX IDT of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX IDT will promptly pay to Spinco Zedge that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.

Retained Liabilities. To the extent that any payments made by PNX Peabody in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco in any taxable period, Spinco will promptly remit to PNX Peabody the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 2.6 shall be calculated by comparing (i) Spinco’s actual Tax liability taking into account any Retained Liability Payment with (ii) what Spinco’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco makes a remittance to PNX Peabody of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX Peabody will promptly pay to Spinco that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.

Retained Liabilities. To the extent that any payments made by PNX Parent in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco in any taxable period, Spinco will promptly remit to PNX Parent the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) Spinco’s actual Tax liability taking into account any Retained Liability Payment with (ii) what Spinco’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco makes a remittance to PNX Parent of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX Parent will promptly pay to Spinco that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.

Retained Liabilities. To the extent that any payments made by PNX IDT in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco Xxxxxx in any taxable period, Spinco Xxxxxx will promptly remit to PNX IDT the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco Xxxxxx will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco Xxxxxx is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) SpincoRafael’s actual Tax liability taking into account any Retained Liability Payment with (ii) what SpincoRafael’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco Xxxxxx makes a remittance to PNX IDT of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX IDT will promptly pay to Spinco Xxxxxx that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed. THIS IS THE FORM OF TAX SEPARATION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN IDT CORPORATION AND XXXXXX HOLDINGS, INC., TO BE EFFECTIVE UPON CONSUMMATION OF THE SPIN-OFF

Retained Liabilities. To the extent that any payments made by PNX IDT in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco Xxxxxx in any taxable period, Spinco Xxxxxx will promptly remit to PNX IDT the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco Xxxxxx will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco Xxxxxx is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) SpincoRafael’s actual Tax liability taking into account any Retained Liability Payment with (ii) what SpincoRafael’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco Xxxxxx makes a remittance to PNX IDT of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX IDT will promptly pay to Spinco Xxxxxx that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.