Tax Benefit Schedules Clause Samples

Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final Amended NCM Inc. Tax Benefit Schedule to the Founding Members for any Covered Taxable Year: (i) NCM Inc. will pay to each Founding Member an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any Exchange-Related Tax Benefit Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Benefit Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Benefit Payments shown on the Amended NCM Inc. Tax Benefit Schedule), plus (2) any decrease in the amount of any Exchange-Related Tax Detriment Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Detriment Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Detriment Payments shown on the Amended NCM Inc. Tax Benefit Schedule); or, alternatively, as applicable, (ii) each Founding Member will pay to NCM Inc. an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any Exchange-Related Tax Detriment Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Detriment Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Detriment Payments shown on the Amended NCM Inc. Tax Benefit Schedule), plus (2) any decrease in the amount of any Exchange-Related Tax Benefit Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Benefit Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Benefit Payments shown on the Amended NCM Inc. Tax Benefit Schedule). As an example of the intended operation of clause (i) of the preceding sentence, if the original Exchange-Related Tax Benefit Payment paid in connection with an original NCM Inc. Tax Benefit Schedule was $100, and a subsequent change resulted in an Amended NCM Inc. Tax Benefit Schedule that gave rise to a $200 Exchange-Related Tax Benefit Payment, then NCM Inc. would pay the net increase in the Exchange-Related Tax Benefit Payment of $100 to the Founding Members based on each Founding Member’s Exchange-Related Allocable Share for the Covered Taxable Year...

Tax Benefit Schedules. (a) Tax Benefit Schedule. Within one hundred twenty (120) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to Representative a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). For the avoidance of doubt, any Tax Benefit Schedule shall include the applied Assumed State and Local Tax Rate and describe any basis for any change in the Assumed State and Local Tax Rate from the rate specified herein. A Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a).

Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final Amended NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any ESA-Related Tax Benefit Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any ESA-Related Tax Detriment Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any ESA-Related Tax Detriment Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any ESA-Related Tax Benefit Payment for such Covered Taxable Year. For the avoidance of doubt, the general principles set forth in this paragraph are intended to operate in the same manner as the general principles illustrated through the two examples set forth at the end of Section 3.01(b) of this Agreement with respect to Exchange-Related Payments.

Tax Benefit Schedules. Except as provided in Section 3.03 below, and pursuant to the terms of Section 2.05(a)(ii) of the Exhibitor Services Agreements and Sections 5.1(b) and 6.4(b) of the NCM LLC Operating Agreement, within 45 calendar days of the delivery of a final NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Benefit Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Detriment Payment for such Covered Taxable Year.

Tax Benefit Schedules