Common use of Allocation of Deductions Clause in Contracts

Allocation of Deductions. (i) To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options or vesting or settlement of restricted stock units, in each case, following the Distribution, with respect to New IAC stock or IAC stock (such options and restricted stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an IAC Employee or Former IAC Employee, solely by the New IAC Group, (ii) in the case of a Match Employee or Former Match Employee, solely by the New Match Group, and (iii) in the case of a non-employee director (solely with respect to Compensatory Equity Interests received in his or her capacity as a director), by the Company for which the director serves as a director following the Distribution (provided, that in the case of any director who serves on the board of directors of both New IAC and IAC, each Company shall be entitled only to the deductions arising in respect of such Compensatory Equity Interests denominated in its own stock). (ii) To the extent that, notwithstanding the allocation set forth in Section 6.02(a)(i), (A) the New IAC Group is not entitled to claim any Income Tax deductions arising by reason of exercises of IAC Service Provider Options (“IAC Service Provider Option Deductions”), (B) IAC, or any member of the New Match Group, is entitled to claim such IAC Service Provider Option Deductions, and (C) IAC (or such member of the New Match Group) actually realizes in cash any Tax Benefit as a result of such IAC Service Provider Option Deduction (and such Tax Benefit would not have arisen but for such IAC Service Provider Option Deduction, determined on a “with and without” basis), then, IAC shall claim such Income Tax deduction and shall make a payment to New IAC within 30 days following the actual realization of such Tax Benefit, in an amount equal to the Tax Benefit actually realized in cash. If IAC pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.

Allocation of Deductions. (i) To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options or vesting or settlement of restricted stock units, in each case, following the Distribution, with respect to New IAC stock or IAC stock (such options and restricted stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (iA) in the case of an IAC Employee or Former IAC Employee, solely by the New IAC Group, (iiB) in the case of a Match Employee or Former Match Employee, solely by the New Match Group, and (iiiC) in the case of a non-employee director (solely with respect to Compensatory Equity Interests received in his or her capacity as a director), by the Company for which the director serves as a director following the Distribution (provided, that in the case of any director who serves on the board of directors of both New IAC and IAC, each Company shall be entitled only to the deductions arising in respect of such Compensatory Equity Interests denominated in its own stock). (ii) To the extent that, notwithstanding the allocation set forth in Section 6.02(a)(i), (A) the New IAC Group is not entitled to claim any Income Tax deductions arising by reason of exercises of IAC Service Provider Options (“IAC Service Provider Option Deductions”), (B) IAC, or any member of the New Match Group, is entitled to claim such IAC Service Provider Option Deductions, and (C) IAC (or such member of the New Match Group) actually realizes in cash any Tax Benefit as a result of such IAC Service Provider Option Deduction (and such Tax Benefit would not have arisen but for such IAC Service Provider Option Deduction, determined on a “with and without” basis), then, IAC shall claim such Income Tax deduction and shall make a payment to New IAC within 30 days following the actual realization of such Tax Benefit, in an amount equal to the Tax Benefit actually realized in cash. If IAC pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.

Allocation of Deductions. (i) To Except as provided in Section 6.02(a)(ii), to the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options to acquire eBay or SpinCo stock, vesting of “restricted” eBay stock or SpinCo stock, or settlement of restricted stock awards, restricted stock units, performance-based restricted stock units, performance share units, or deferred stock units, in each case, following the Distribution, with respect to New IAC eBay stock or IAC SpinCo stock (such options options, restricted stock, restricted stock units, performance share units, and restricted deferred stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an IAC eBay Group Employee or Former IAC eBay Group Employee, solely by the New IAC eBay Group, and (ii) in the case of a Match PayPal Group Employee or Former Match PayPal Group Employee, solely by the New Match SpinCo Group. To the extent permitted by applicable law, and Income Tax deductions with respect to shares issued under the eBay ESPP or the PayPal ESPP (iiieach as defined in the Employee Matters Agreement) shall be claimed (i) in the case of a non-employee director eBay shares issued (solely with respect to Compensatory Equity Interests or SpinCo shares received in his or her capacity as a director)respect of eBay shares issued) under the eBay ESPP, solely by the Company for which the director serves as a director following the Distribution eBay Group, and (provided, that ii) in the case of any director who serves on SpinCo shares issued under the board of directors of both New IAC and IACPayPal ESPP, each Company shall be entitled only to solely by the deductions arising in respect of such Compensatory Equity Interests denominated in its own stock)SpinCo Group. (ii) To the extent thatpermitted by applicable law, notwithstanding the allocation set forth in Section 6.02(a)(i), (A) the New IAC Group is not entitled to claim any Income Tax deductions arising by reason of exercises of IAC Service Provider Options stock options to acquire eBay or SpinCo stock, following the Distribution, held by any Transferring Director, Continuing eBay Director or Transitioning eBay Group Employee (each as defined in the Employee Matters Agreement) shall be claimed by the issuing corporation. To the extent permitted by applicable law, Income Tax deductions arising by reason of vesting of “IAC Service Provider Option Deductions”), (B) IACrestricted” eBay stock or SpinCo stock, or settlement of restricted stock units, performance-based restricted stock units or performance share units, in each case, following the Distribution, with respect to eBay stock or SpinCo stock held by any member of Transitioning eBay Group Employee shall be claimed solely by the New Match eBay Group. To the extent permitted by applicable law, is entitled to claim such IAC Service Provider Option Deductions, and (C) IAC (or such member of the New Match Group) actually realizes in cash any Tax Benefit as a result of such IAC Service Provider Option Deduction (and such Tax Benefit would not have arisen but for such IAC Service Provider Option Deduction, determined on a “with and without” basis), then, IAC shall claim such Income Tax deduction and shall make a payment deductions arising by reason of settlement of deferred stock units with respect to New IAC within 30 days eBay stock or SpinCo stock, following the actual realization of such Tax BenefitDistribution, in an amount equal to the Tax Benefit actually realized in cash. If IAC pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed held by any Tax Authority) to reflect such disallowance Transferring Director or adjustmentContinuing eBay Director shall be claimed by the issuing corporation.