Common use of Reverse Timing Differences Clause in Contracts

Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Rockwell under Section 3.01 and/or a decrease in the amount of a Tax refund or credit to which Rockwell is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Conexant Tax Group Actually Realizes an Income Tax Benefit, Conexant shall pay to Rockwell within ten days after Conexant has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate payments which Conexant shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the Conexant Tax Group and the Rockwell Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.

Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Rockwell under Section 3.01 3.1 and/or a decrease in the amount of a Tax refund or credit to which Rockwell is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Conexant Automotive Tax Group Actually Realizes an Income Tax Benefit, Conexant Automotive shall pay to Rockwell within ten days after Conexant Automotive has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate payments which Conexant Automotive shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the Conexant Automotive Tax Group and the Rockwell Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.