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 Rockwell Coll▇▇▇ ▇▇▇ Group Actually Realizes an Income Tax Benefit, Rockwell Coll▇▇▇ ▇▇▇ll pay to Rockwell within ten days after Rockwell Coll▇▇▇ ▇▇▇ Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate payments which Rockwell Coll▇▇▇ ▇▇▇ll 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 Rockwell Coll▇▇▇ ▇▇▇ Group and the Rockwell Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.

Appears in 2 contracts

Sources: Tax Allocation Agreement (New Rockwell Collins Inc), Tax Allocation Agreement (Rockwell International Corp)