Common use of Timing Differences Clause in Contracts

Timing Differences. If a Tax audit proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Conexant has or would otherwise have under Section 3.01(a) and/or an increase in the amount of a Tax refund or credit to which Conexant is entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Alpha Tax Group Actually Realizes an Income Tax Detriment, Conexant shall pay to Alpha an amount equal to such Income Tax Detriment; provided, however, that the aggregate payments which Conexant shall be required to make under this Section 3.04(a)(i) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Conexant Tax Group for all taxable periods and the Alpha Tax Group for all Tax Indemnification Periods as a result of such Timing Difference. Conexant shall make all such payments within ten days after Alpha notifies Conexant that the relevant Income Tax Detriment has been Actually Realized.

Appears in 3 contracts

Samples: Tax Allocation Agreement (Conexant Systems Inc), Tax Allocation Agreement (Skyworks Solutions Inc), Tax Allocation Agreement (Alpha Industries Inc)

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Timing Differences. If a Tax audit proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Conexant Rockwell has or would otherwise have under Section 3.01(a) and/or an increase in the amount of a Tax refund or credit to which Conexant Rockwell is entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Alpha Conexant Tax Group Actually Realizes an Income Tax Detriment, Conexant Rockwell shall pay to Alpha Conexant an amount equal to such Income Tax Detriment; provided, however, that the aggregate payments which Conexant Rockwell shall be required to make under this Section 3.04(a)(i) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Conexant Rockwell Tax Group for all taxable periods and the Alpha Conexant Tax Group for all Tax Indemnification Periods as a result of such Timing Difference. Conexant Rockwell shall make all such payments within ten days after Alpha Conexant notifies Conexant Rockwell that the relevant Income Tax Detriment has been Actually Realized.

Appears in 2 contracts

Samples: Tax Allocation Agreement (Conexant Systems Inc), Tax Allocation Agreement (Rockwell International Corp)

Timing Differences. If a Tax audit proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Conexant has or would otherwise have under Section 3.01(a) and/or an increase in the amount of a Tax refund or credit to which Conexant is entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Alpha Mindspeed Tax Group Actually Realizes an Income Tax Detriment, Conexant shall pay to Alpha Mindspeed an amount equal to such Income Tax Detriment; provided, however, that the aggregate payments which Conexant shall be required to make under this Section 3.04(a)(i) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Conexant Tax Group for all taxable periods and the Alpha Mindspeed Tax Group for all Tax Indemnification Periods as a result of such Timing Difference. Conexant shall make all such payments within ten days after Alpha Mindspeed notifies Conexant that the relevant Income Tax Detriment has been Actually Realized.

Appears in 2 contracts

Samples: Tax Allocation Agreement (Mindspeed Technologies Inc), Tax Allocation Agreement (Mindspeed Technologies Inc)

Timing Differences. If a Tax audit proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Conexant Acacia has or would otherwise have under Section 3.01(a) and/or an increase in the amount of a Tax refund or credit to which Conexant Acacia is entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Alpha CombiMatrix Tax Group Actually Realizes an Income Tax Detriment, Conexant Acacia shall pay to Alpha CombiMatrix an amount equal to such Income Tax Detriment; provided, however, that the aggregate payments which Conexant Acacia shall be required to make under this Section 3.04(a)(i) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Conexant Acacia Tax Group for all taxable periods and the Alpha CombiMatrix Tax Group for all Tax Indemnification Periods as a result of such Timing Difference. Conexant Acacia shall make all such payments within ten days after Alpha CombiMatrix notifies Conexant Acacia that the relevant Income Tax Detriment has been Actually Realized.

Appears in 1 contract

Samples: Tax Allocation Agreement (CombiMatrix Corp)

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Timing Differences. If a Tax audit proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Conexant Rockwell has or would otherwise have under Section 3.01(a) and/or an increase in the amount of a Tax refund or credit to which Conexant Rockwell is entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Alpha Automotive Tax Group Actually Realizes an Income Tax Detriment, Conexant Rockwell shall pay to Alpha Automotive an amount equal to such Income Tax Detriment; provided, however, that the aggregate payments which Conexant Rockwell shall be required to make under this Section 3.04(a)(i) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Conexant Rockwell Tax Group for all taxable periods and the Alpha Automotive Tax Group for all Tax Indemnification Periods as a result of such Timing Difference. Conexant Rockwell shall make all such payments within ten days after Alpha Automotive notifies Conexant Rockwell that the relevant Income Tax Detriment has been Actually Realized.

Appears in 1 contract

Samples: Tax Allocation Agreement (Rockwell International Corp)

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