Tax Benefit Payments. Section 3.01
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.
Tax Benefit Payments. 11 Section 3.1 Timing and Amount of Tax Benefit Payments 11
Tax Benefit Payments. SECTION 3.1. 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. Section 3.01. Payments 10 Section 3.02. No Duplicative Payments 11 Section 3.03. Pro Rata Payments; Coordination of Benefits 11
Tax Benefit Payments. THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS
Tax Benefit Payments. (a) (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).
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.
Tax Benefit Payments. SECTION 3.1. Timing and Amount of Tax Benefit Payments 16 SECTION 3.2. No Duplicative Payments 18 SECTION 3.3. Pro-Ration of Payments as Between the TRA Holders 18 ARTICLE IV
