Common use of Timing Differences and Reverse Timing Differences Clause in Contracts

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) a member of the AAMC Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Group is liable hereunder (or Tax Attribute of a member of the AAMC Group) a member of the Altisource Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC or Altisource, as the case may be, shall make a payment to either Altisource or AAMC, as appropriate, within 30 days following the date of a written notice and demand from Altisource or AAMC, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a). In the event that Altisource or AAMC disagrees with any such calculation described in this Section 5.02(a), Altisource or AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a). Altisource and AAMC shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Group is liable hereunder (or Tax Attribute of a member of the AAMC Group) (in such circumstance, AAMC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b) is actually realized in cash by a member of the Altisource Group or a member of the AAMC Group, Altisource (if a member of the Altisource Group actually realizes such Tax Detriment) or AAMC (if a member of the AAMC Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b). In the event that Altisource or AAMC disagrees with any such calculation described in this Section 5.02(b), Altisource or AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b). Altisource and AAMC shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource OFC Group is liable hereunder (or Tax Attribute of a member of the Altisource OFC Group) a member of the AAMC Altisource Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Altisource Group is liable hereunder (or Tax Attribute of a member of the AAMC Altisource Group) a member of the Altisource OFC Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC Altisource or AltisourceOFC, as the case may be, shall make a payment to either Altisource OFC or AAMCAltisource, as appropriate, within 30 days following the date of a written notice and demand from Altisource OFC or AAMCAltisource, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (aSection 6.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a6.02(a). In the event that OFC or Altisource or AAMC disagrees with any such calculation described in this Section 5.02(a6.02(a), OFC or Altisource or AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a6.02(a). OFC and Altisource and AAMC shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Group is liable hereunder (or Tax Attribute of a member of the OFC Group) (in such circumstance, OFC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Group is liable hereunder (or Tax Attribute of a member of the AAMC Group) (in such circumstance, AAMC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b6.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b6.02(b) is actually realized in cash by a member of the Altisource OFC Group or a member of the AAMC Altisource Group, OFC (if a member of the OFC Group actually realizes such Tax Detriment) or Altisource (if a member of the Altisource Group actually realizes such Tax Detriment) or AAMC (if a member of the AAMC Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b6.02(b). In the event that OFC or Altisource or AAMC disagrees with any such calculation described in this Section 5.02(b6.02(b), OFC or Altisource or AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b6.02(b). OFC and Altisource and AAMC shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) a member of the AAMC Residential Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Residential Group is liable hereunder (or Tax Attribute of a member of the AAMC Residential Group) a member of the Altisource Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC Residential or Altisource, as the case may be, shall make a payment to either Altisource or AAMCResidential, as appropriate, within 30 days following the date of a written notice and demand from Altisource or AAMCResidential, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (aSection 5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a). In the event that Altisource or AAMC Residential disagrees with any such calculation described in this Section 5.02(a), Altisource or AAMC Residential shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a). Altisource and AAMC Residential shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC Residential Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Residential Group is liable hereunder (or Tax Attribute of a member of the AAMC Residential Group) (in such circumstance, AAMC Residential being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b) is actually realized in cash by a member of the Altisource Group or a member of the AAMC Residential Group, Altisource (if a member of the Altisource Group actually realizes such Tax Detriment) or AAMC Residential (if a member of the AAMC Residential Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b). In the event that Altisource or AAMC Residential disagrees with any such calculation described in this Section 5.02(b), Altisource or AAMC Residential shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b). Altisource and AAMC Residential shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If a member of the Teradata Group actually realizes in cash pursuant to a Final Determination any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NCR Group is liable hereunder (or Tax Attribute of a member of the Altisource NCR Group) a member of the AAMC Group could realize a current or future and such Tax Benefit that it could would not realize have arisen but for such adjustment (determined on a with and or without basis), or if a member of the NCR Group actually realizes in cash pursuant to a Final Determination any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Teradata Group is liable hereunder (or Tax Attribute of a member of the AAMC Teradata Group) a member of the Altisource Group could realize a current or future and such Tax Benefit that it could would not realize have arisen but for such adjustment (determined on a with and or without basis), AAMC Teradata or AltisourceNCR, as the case may be, shall make a payment to either Altisource NCR or AAMCTeradata, as appropriate, within 30 days following the date of a written notice and demand from Altisource or AAMC, as appropriate, for payment such actual realization of the Tax Benefit, in an amount dueequal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (a) shall include plus interest on such payment amount computed at the Base Prime Rate based on the number of days from the date of such written notice actual realization of the Tax Benefit to the date of payment of such amount under this Section 5.02(a6.02(a). In the event that Altisource or AAMC disagrees with any such calculation described in this Section 5.02(a), Altisource or AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a). Altisource and AAMC shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC Teradata Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NCR Group is liable hereunder (or Tax Attribute of a member of the Altisource NCR Group) (in such circumstance, Altisource NCR being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource NCR Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Teradata Group is liable hereunder (or Tax Attribute of a member of the AAMC Teradata Group) (in such circumstance, AAMC Teradata being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Prime Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b6.02(b). . (c) No later than 30 days after a Tax Benefit or Tax Detriment described in this Section 5.02(b6.02(a) or (b) is actually realized in cash by a member of the Altisource NCR Group or a member of the AAMC Teradata Group, Altisource NCR (if a member of the Altisource NCR Group actually realizes such Tax Benefit or Tax Detriment) or AAMC Teradata (if a member of the AAMC Teradata Group actually realizes such Tax Benefit or Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b)6.02. In the event that Altisource NCR or AAMC Teradata disagrees with any such calculation described in this Section 5.02(b6.02(c), Altisource NCR or AAMC Teradata shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b6.02(c). Altisource NCR and AAMC Teradata shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the Altisource NorthStar Realty Group) a member of the AAMC NSAM Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC NSAM Group is liable hereunder (or Tax Attribute of a member of the AAMC NSAM Group) a member of the Altisource NorthStar Realty Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC NSAM or AltisourceNorthStar Realty, as the case may be, shall make a payment to either Altisource NorthStar Realty or AAMCNSAM, as appropriate, within 30 days following the date of a written notice and demand from Altisource NorthStar Realty or AAMCNSAM, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (aSection 5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a). In the event that Altisource NorthStar Realty or AAMC NSAM disagrees with any such calculation described in this Section 5.02(a), Altisource NorthStar Realty or AAMC NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a). Altisource NorthStar Realty and AAMC NSAM shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC NSAM Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the Altisource NorthStar Realty Group) (in such circumstance, Altisource NorthStar Realty being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource NorthStar Realty Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC NSAM Group is liable hereunder (or Tax Attribute of a member of the AAMC NSAM Group) (in such circumstance, AAMC NSAM being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b) is actually realized in cash by a member of the Altisource NorthStar Realty Group or a member of the AAMC NSAM Group, Altisource NorthStar Realty (if a member of the Altisource NorthStar Realty Group actually realizes such Tax Detriment) or AAMC NSAM (if a member of the AAMC NSAM Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b). In the event that Altisource NorthStar Realty or AAMC NSAM disagrees with any such calculation described in this Section 5.02(b), Altisource NorthStar Realty or AAMC NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b). Altisource NorthStar Realty and AAMC NSAM shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the Altisource NorthStar Realty Group) a member of the AAMC NSAM Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC NSAM Group is liable hereunder (or Tax Attribute of a member of the AAMC NSAM Group) a member of the Altisource NorthStar Realty Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC NSAM or AltisourceNorthStar Realty, as the case may be, shall make a payment to either Altisource NorthStar Realty or AAMCNSAM, as appropriate, within 30 days following the date of a written notice and demand from Altisource NorthStar Realty or AAMCNSAM, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (aSection 5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a). In the event that Altisource NorthStar Realty or AAMC NSAM disagrees with any such calculation described in this Section 5.02(a), Altisource NorthStar Realty or AAMC NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a). Altisource NorthStar Realty and AAMC NSAM shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC NSAM Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the Altisource NorthStar Realty Group) (in such circumstance, Altisource NorthStar Realty being the “Adjusted Party”) and such Tax Detriment would not have arisen but 12 for such adjustment (determined on a with and without basis), or if a member of the Altisource NorthStar Realty Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC NSAM Group is liable hereunder (or Tax Attribute of a member of the AAMC NSAM Group) (in such circumstance, AAMC NSAM being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b) is actually realized in cash by a member of the Altisource NorthStar Realty Group or a member of the AAMC NSAM Group, Altisource NorthStar Realty (if a member of the Altisource NorthStar Realty Group actually realizes such Tax Detriment) or AAMC NSAM (if a member of the AAMC NSAM Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b). In the event that Altisource NorthStar Realty or AAMC NSAM disagrees with any such calculation described in this Section 5.02(b), Altisource NorthStar Realty or AAMC NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b). Altisource NorthStar Realty and AAMC NSAM shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Brink’s Group is liable hereunder (or Tax Attribute of a member of the Altisource Brink’s Group) a member of the AAMC BHS Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC BHS Group is liable hereunder (or Tax Attribute of a member of the AAMC BHS Group) a member of the Altisource Brink's Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC BHS or AltisourceBrink’s, as the case may be, shall make a payment to either Altisource Brink’s or AAMCBHS, as appropriate, within 30 days following the date of a written notice and demand from Altisource Brink's or AAMCBHS, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (aSection 6.02(a) shall include interest on such payment computed at the Base Prime Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a6.02(a). In the event that Altisource Brink’s or AAMC BHS disagrees with any such calculation described in this Section 5.02(a6.02(a), Altisource Brink’s or AAMC BHS shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a6.02(a). Altisource Brink’s and AAMC BHS shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC BHS Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Brink’s Group is liable hereunder (or Tax Attribute of a member of the Altisource Brink’s Group) (in such circumstance, Altisource Brink’s being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Brink’s Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC BHS Group is liable hereunder (or Tax Attribute of a member of the AAMC BHS Group) (in such circumstance, AAMC BHS being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Prime Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b6.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b6.02(b) is actually realized in cash by a member of the Altisource Brink’s Group or a member of the AAMC BHS Group, Altisource Brink’s (if a member of the Altisource Brink’s Group actually realizes such Tax Detriment) or AAMC BHS (if a member of the AAMC BHS Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b6.02(b). In the event that Altisource Brink’s or AAMC BHS disagrees with any such calculation described in this Section 5.02(b6.02(b), Altisource Brink’s or AAMC BHS shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b6.02(b). Altisource Brink’s and AAMC BHS shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Brink’s Group is liable hereunder (or Tax Attribute of a member of the Altisource Brink’s Group) a member of the AAMC BHS Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC BHS Group is liable hereunder (or Tax Attribute of a member of the AAMC BHS Group) a member of the Altisource Brink's Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), AAMC BHS or AltisourceBrink’s, as the case may be, shall make a payment to either Altisource Brink’s or AAMCBHS, as appropriate, within 30 days following the date of a written notice and demand from Altisource Brink's or AAMCBHS, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section (aSection 6.02(a) shall include interest on such payment computed at the Base Prime Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a6.02(a). In the event that Altisource Brink’s or AAMC BHS disagrees with any such calculation described in this Section 5.02(a6.02(a), Altisource Brink’s or AAMC BHS shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a6.02(a). Altisource Brink’s and AAMC BHS shall endeavor in good faith to resolve such disagreement. (b) If a member of the AAMC Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Group is liable hereunder (or Tax Attribute of a member of the AAMC Group) (in such circumstance, AAMC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b). No later than 30 days after a Tax Detriment described in this Section 5.02(b) is actually realized in cash by a member of the Altisource Group or a member of the AAMC Group, Altisource (if a member of the Altisource Group actually realizes such Tax Detriment) or AAMC (if a member of the AAMC Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b). In the event that Altisource or AAMC disagrees with any such calculation described in this Section 5.02(b), Altisource or AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b). Altisource and AAMC shall endeavor in good faith to resolve such disagreement.