Tax Benefit Payments Clause Samples

Tax Benefit Payments. (a) If a Final Determination is made contrary to any of the positions described in 6.11(b)(i), (ii), or (iii), then (in addition to any other remedies which may be available to NBC but without duplication thereof) Xenon 2 will pay to NBC for each Post-Closing Tax Period an amount equal to the excess of (A) the liability for federal, state and local Taxes to which Xenon 2, Xoom or any other Affiliates or any successor to their assets or businesses (collectively, the "Taxpayer") would have been subject for all Post-Closing Tax Periods in each --------- relevant jurisdiction had the positions described in Section 6.11(b)(i), Section ------------------ ------- 6.11(b)(ii) and Section 6.11(b)(iii) been sustained (and had Xenon 2 not been ----------- -------------------- required to make any payments pursuant to this Section 6.12), over (B) the ------------ Taxpayer's actual liability for such Taxes for such periods. Such payment will be due (subject to a ten business-day grace period) when, as, and to the extent the Taxpayer derives an actual benefit (in the form of any refund, reduction in Tax liability, or otherwise) as the result of such excess. If any payment required under this Section 6.12(a) for any Post-Closing Tax Period is not made --------------- on or before the due date (without extensions) of the return of such period, then such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from such due date to the date on which the payment is actually made. (b) In addition, Xenon 2 will pay to NBC, no later than ten business days after each date on which the Taxpayer receives a refund of federal, state or local Taxes for a Pre-Closing Tax Period, the excess of such refunds over such refunds to which the Taxpayer would have been entitled had the positions described in Section 6.11(b) been sustained (and had Xenon 2 not been required --------------- to make any payments under this Section 6.12). If any payment required under ------------ this Section 6.12(b) is not made on or before the date such payment is due, then --------------- such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the date such payment was due to the date on which such payment is actually made. (c) In the event of any adjustment to the Taxpayer's liability fo...

Tax Benefit Payments. Section 3.01.

Tax Benefit Payments. Timing and Amount of Tax Benefit Payments 13 SECTION 3.2. No Duplicative Payments 15 SECTION 3.3. Pro-Ration of Payments as Between the Members 15

Tax Benefit Payments. (a) Subject to Section 11.5(c), on the Final Valuation Date, Buyer shall pay to Seller an amount equal to the sum of (i) the Tax benefits actually realized by the Buyer Indemnified Parties as of or prior to the Final Valuation Date that are attributable to any Losses paid out of the Indemnity Escrow Fund on or before such Final Valuation Date, and (ii) Buyer’s good faith estimate of any other Tax benefits expected to be realized by the Buyer Indemnified Parties after the Final Valuation Date that are attributable to (x) Losses paid out of the Indemnity Escrow Fund on or before the Final Valuation Date and (y) anticipated Losses with respect to PL Claims that are pending on the Final Valuation Date in the amount of the Fair Value of such Losses as determined pursuant to Section 2.7(b). (b) On the Final Valuation Date: (i) Subject to Section 11.5(c), Buyer shall pay to Seller an amount equal to the excess of (x) the sum of (i) the Tax benefits actually realized by the Buyer Indemnified Parties as of or prior to such Final Valuation Date that are attributable to the types of expenses set forth on Section 11.5 of the Seller Disclosure Schedule (the “Specified Expenses”) in the amounts included in the determination of the Final Amounts and (ii) the Buyer’s good faith estimate of any other Tax benefits expected to be realized by the Buyer Indemnified Parties (including Tax benefits that are, on the Final Valuation Date, the subject of any anticipated or pending administrative or court proceeding) that are attributable to the Specified Expenses, over (y) the Tax Benefit Advance; or (ii) Buyer shall be entitled to receive from the Indemnity Escrow Fund the amount, if any, by which the foregoing clause (i)(y) exceeds the foregoing clause (i)(x). Buyer and Seller shall cooperate to undertake promptly an Indopco study to determine the maximum portion of the Specified Expenses that is permitted to be deducted for U.S. federal income Tax purposes. (c) If a Tax Claim Notice pursuant to Section 11.1(a)(iii) has been provided to Seller prior to the Final Valuation Date and the Tax Claim thereunder is pending as of the Final Valuation Date, the amount of Tax benefits otherwise payable by Buyer to Seller pursuant to Section 11.5(a) or 11.5(b)(i) (but not exceeding the amount of such Tax Claim) shall be retained by Buyer. Any amount retained by Buyer pursuant to the immediately preceding sentence shall be paid to Seller only to the extent that the Tax Claim is resolved and t...

Tax Benefit Payments. Section 3.01. Payments 13 Section 3.02. No Duplicative Payments 14 Section 3.03. Pro Rata Payments 14

Tax Benefit Payments. (1) Not later than 30 days after the due date (with extensions) for the filing by any Genworth Company of any United States federal, Florida, or Illinois income Tax Return (other than an estimated return), or any consolidated, combined, or other similar federal, Florida, or Illinois income Tax Return (other than an estimated return) that includes any Genworth Company, for any Taxable Year ending after the Closing Date and on or before the twenty-fifth anniversary of the Closing Date, Genworth will determine (subject to review, adjustment, and approval by GE, which approval may not be unreasonably withheld) the hypothetical Tax liability that would have been shown on such return if each of the assumptions set forth below is made (solely for purposes of such hypothetical determination). (i) None of the elections contemplated by Section 8 is made. (ii) No deduction is allowed for compensation (including without limitation any deduction for amounts treated as compensation under Treas. Reg. § 1.83-7) payable by GE or any Affiliate of GE (other than a Genworth Company) to any employee of any Genworth Company in cash, stock or other property. (iii) In respect of Florida or Illinois income Tax Returns of any Genworth Company that is an insurance company, the hypothetical income Tax liability for any Taxable Year will be decreased in an amount equal to any reduction in Florida or Illinois premium, retaliatory, or similar Tax liability that such Genworth Company would have obtained at any time as a result of such hypothetical income Tax liability for such Taxable Year. (iv) In respect of any Florida or Illinois income Tax Returns of Genworth Companies that are not insurance companies, the hypothetical income Tax liability will be deemed to be equal to zero. (i) For each Taxable Year described in Section 9(a)(1), Genworth will make one or more payments (payments made by Genworth under this Section 9(a), Section 9(d), or Section 9(e) being hereinafter referred to as “Tax Benefit Payments”) to GEFAHI in an aggregate amount equal to 80 percent of the excess (if any) of (A) the hypothetical Tax liability (as determined under Section 9(a)(1)) that would have been shown on each Tax Return to which Section 9(a)(1) applies, over (B) the actual Tax liability shown on such Tax Return; provided, however, that if the amount determined under clause (B) exceeds the amount determined under clause (A), then GEFAHI will make a payment equal to 80 percent of the amount of such excess ...

Tax Benefit Payments. 15 Section 3.1 Timing and Amount of Tax Benefit Payments 15

Tax Benefit Payments. THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS

Tax Benefit Payments. No later than ninety (90) Business Days after a Tax Benefit described in Section 5.01 is realized by a member of the IP RemainCo Group or a member of the Product SpinCo Group, IP RemainCo (if a member of the IP RemainCo Group realizes such Tax Benefit) or Product SpinCo (if a member of the Product SpinCo Group realizes such Tax Benefit) shall provide the other Party with notice of the amount payable to such other Party by IP RemainCo or Product SpinCo pursuant to this Section 5, together with a written calculation supporting such amount. In the event that IP RemainCo or Product SpinCo disagrees with any such calculation described in this Section 5.02, IP RemainCo or Product SpinCo shall so notify the other Party in writing within thirty (30) Business Days of receiving such written calculation. IP RemainCo and Product SpinCo shall endeavor in good faith to resolve such disagreement and the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.