Common use of Tax Benefits Clause in Contracts

Tax Benefits. If an indemnification obligation of Parent or any member of the Parent Group under Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to NewCo or any member of the NewCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then NewCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that NewCo or any member of the NewCo Group would have been required to pay and bear (or increases, in cash, the amount of Refund to which NewCo or any member of the NewCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). NewCo shall pay Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized. If an indemnification obligation of NewCo or any member of the NewCo Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay NewCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of Tax refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay NewCo for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized.

Tax Benefits. If an The Parties intend that any Loss subject to indemnification obligation or reimbursement pursuant to this Article III will be net of Parent Taxes. Accordingly, (i) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any member of such Loss, after taking into account the Parent Group related indemnification and reimbursement under Section 3(a) (or the adjustment giving rise to such indemnification obligation) this Article III, results in (ia) increased deductions, losses, or credits, or (iib) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to NewCo the Person receiving the indemnification or any reimbursement (or to a member of the NewCo RemainCo Group), which that would not, but for the Loss, after taking into account the related indemnification obligation (or the adjustment giving rise to such indemnification obligation)and reimbursement under this Article III, be allowable, then NewCo then, RemainCo shall pay Parent SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that NewCo the Person receiving the indemnification or any reimbursement (or a member of the NewCo Group RemainCo Group) would have been required to pay and or bear (or increases, in cash, the amount of a Refund to which NewCo the Person receiving the indemnification or any reimbursement (or a member of the NewCo Group RemainCo Group) would have been entitled) but for such indemnification obligation and reimbursement (and the related indemnification and reimbursement under this Article III), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement (or adjustment giving rise to such indemnification obligation). NewCo shall pay Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized. If an indemnification obligation of NewCo or any a member of the NewCo Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent SpinCo Group), which that would not, but for the Loss, after taking into account the related indemnification obligation (or the adjustment giving rise to such indemnification obligation)and reimbursement under this Article III, be allowable, then Parent then, SpinCo shall pay NewCo RemainCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent the Person receiving the indemnification or any reimbursement (or a member of the Parent Group SpinCo Group) would have been required to pay and or bear (or increases, in cash, the amount of Tax refund a Refund to which Parent the Person receiving the indemnification or any reimbursement (or a member of the Parent Group SpinCo Group) would have been entitled) but for such indemnification and reimbursement (or adjustment giving rise to such and the related indemnification obligationand reimbursement under this Article III). Parent shall pay NewCo for The Party obligated under the prior sentence is to make a payment in respect of such Tax Benefit no later than ten (10) days five Business Days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo or as a distribution made by SpinCo to RemainCo, as the case may be, on the date of this Agreement.

Tax Benefits. If an indemnification obligation of Parent or any member of the Parent Group under Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to NewCo Match or any member of the NewCo Match Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then NewCo Match shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that NewCo Match or any member of the NewCo Match Group would have been required to pay and bear (or increases, in cash, the amount of Tax Refund to which NewCo Match or any member of the NewCo Match Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). NewCo Match shall pay Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized. If an indemnification obligation of NewCo Match or any member of the NewCo Match Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay NewCo Match the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of Tax refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent Match shall pay NewCo Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized.

Tax Benefits. If an indemnification obligation of Parent or any member of the Parent Group under Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to NewCo Match or any member of the NewCo Match Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then NewCo Match shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that NewCo Match or any member of the NewCo Match Group would have been required to pay and bear (or increases, in cash, the amount of Tax Refund to which NewCo Match or any member of the NewCo Match Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). NewCo Match shall pay Parent for such Tax Benefit no later than [ten (10) days days] after such Tax Benefit is Actually Realized. If an indemnification obligation of NewCo Match or any member of the NewCo Match Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay NewCo Match the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of Tax refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent Match shall pay NewCo Parent for such Tax Benefit no later than [ten (10) )] days after such Tax Benefit is Actually Realized.