Common use of Reverse Timing Differences Clause in Contracts

Reverse Timing Differences. If a Tax Audit proceeding, an amendment of a Tax Return or any payment adjustment described in Section 2.6 of the Post-Closing Covenants Agreement results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity obligation of UCRI under Section 5.1 and/or a decrease in the amount of a Tax Refund to which UCRI is or would otherwise be entitled to under Section 3.2, then in each Post-Tax Indemnification Period in which International Group Actually Realizes an Income Tax Benefit, International shall pay to UCRI within ten days after International has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments which International shall be required to make under this Section 5.4(b) which respect to any Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments realized by the UCRI Group for all taxable periods and by the International Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.