Common use of Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions Clause in Contracts

Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions. (a) If an audit or other examination of any federal, state or local Tax Return (x) for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or (y) for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Deduction in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or if any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof is made by D&B, then: