Common use of Allocation of Income Tax Benefits Clause in Contracts

Allocation of Income Tax Benefits. (1) If any adjustments shall be made to any federal, state, local or foreign Income Tax returns relating to Company or Seller for the Pre-Closing Period which result in any Income Tax detriment to Seller or any affiliate of Seller with respect to such period and any Income Tax benefit to Company, Buyer or any affiliate of Buyer for any Tax period ending after the Closing Date (to the extent such Income Tax benefit is realized after the Closing Date), Seller shall be entitled to the benefit of such Income Tax benefit to the extent of the related Income Tax detriment (except to the extent accrued as a Prepaid), and Buyer shall or shall cause Company to pay to Seller such amount at such times or times as and to the extent that Company, Buyer or any affiliate of Buyer actually realizes such benefit through a refund of Income Tax or reduction in the amount of Income Tax which any of them would otherwise have had to pay if such adjustment had not been made. (2) If any adjustment shall be made to any federal, state, local or foreign Income Tax returns relating to Company for any Tax period ending after the Pre-Closing Period which result in any Income Tax detriment to Buyer, Company or any affiliate of Buyer with respect to such period and any Income Tax benefit to Seller or any affiliate of Seller for any Pre-Closing Period, Buyer shall be entitled to the benefit of such Income Tax benefits to the extent of the related Income Tax detriment. Seller shall pay to Buyer such amount (except to the extent part of the Closing Liabilities) at such time or times as and to the extent that Seller or any affiliate of Seller actually realizes such benefit through a refund of Income Tax or reduction in the amount of Income Taxes which Seller or any such affiliate would otherwise have had to pay if such adjustment had not been made. (3) Notwithstanding anything contained in Paragraph 9(f) to the contrary, payments pursuant to Paragraphs 12 shall not be limited by any indemnity baskets, caps or other limitations whatsoever.

Allocation of Income Tax Benefits. (1) 13.4.1 If any adjustments shall be made to any federal, state, local local, or foreign Income Tax returns relating to Company the Acquired Companies or Seller for any Tax period or portion of any Tax period ending on, before or occurring through the Pre-Closing Period Date, which result in any Income Tax detriment to Seller or any affiliate Affiliate of Seller with respect to such period and any Income Tax benefit to Companythe Acquired Companies, Buyer or any affiliate Affiliate of Buyer for any Tax period ending after the Closing Date (to the extent such Income Tax benefit is realized after the Closing Date), Seller shall be entitled to the benefit of such Income Tax benefit to the extent of the related Income Tax detriment (except to the extent accrued as a Prepaidan asset on the Final Closing Balance Sheet), and Buyer shall or shall cause Company the Acquired Companies to pay to Seller such amount at such times time or times as and to the extent that Companythe Acquired Companies, Buyer or any affiliate Affiliate of Buyer actually realizes such benefit through a refund of Income Tax or reduction in the amount of Income Tax which any of them would otherwise have had to pay if such adjustment had not been made. In determining whether and when such Income Tax benefit is received, all Income Tax attributes of the Acquired Companies shall first be used to determine the Acquired Companies' Income Tax Liability, and the effect of such Tax benefit, if any, shall only be considered to apply after all such other items. (2) 13.4.2 If any adjustment shall be made to any federal, state, local local, or foreign Income Tax returns relating to Company the Acquired Companies for any Tax period ending (or portion thereof) occurring or beginning after the Pre-Closing Period Date which result results in any Income Tax detriment to Buyer, Company the Acquired Companies or any affiliate Affiliate of Buyer with respect to such period and any Income Tax benefit to realized by Seller or any affiliate Affiliate of Seller for any Pre-Tax period (or portion thereof) occurring or ending on or before the Closing PeriodDate, Buyer shall be entitled to the benefit of such Income Tax benefits to the extent of the related Income Tax detriment. Seller shall pay to Buyer such amount (except to the extent part of the Closing Liabilities) at such time or times as and to the extent that Seller or any affiliate Affiliate of Seller actually realizes such benefit through a refund of Income Tax or reduction in the amount of Income Taxes which Seller or any such affiliate Affiliate would otherwise have had to pay if such adjustment had not been made.. 143 (3) 13.4.3 Each party hereto shall pay to the other party, within 5 days of written demand therefor, but in no event more than 20 days prior to the due date thereof, the amount of all Income Taxes such party is obligated to pay or that it is allocated to it under this Section 13. Notwithstanding anything contained in Paragraph 9(f) Section 12 to the contrary, payments pursuant to Paragraphs 12 this Section 13 shall not be limited by any indemnity baskets, caps or other limitations whatsoever.

Allocation of Income Tax Benefits. (1a) If any adjustments adjustment shall be made to any federal, state, local or foreign Income Tax returns Return relating to either Company or Seller Sellers for the Pre-Closing Tax Period which result that results in any Income Tax detriment to Seller or any affiliate of Seller Sellers with respect to such period and any Income Tax benefit to Company, Buyer either Company or any affiliate of Buyer for any the Post-Closing Tax period ending after the Closing Date Period (to the extent such Income Tax benefit is realized after the Closing Date), Seller Sellers shall be entitled to the benefit of such Income Tax benefit to the extent of the related Income Tax detriment (except to the extent accrued as a Prepaidan asset in the Reference Statement, the PLUSA Balance Sheet and on the Final Statement), and Buyer shall or shall cause such Company to pay to Seller Sellers such amount at such times time or times as and to the extent that Company, Buyer or any affiliate of Buyer the Company actually realizes such benefit through a refund of Income Tax or reduction in the amount of Income Tax which any of them that it would otherwise have had to pay if such adjustment had not been made. (2b) If any adjustment shall be made to any federal, state, local or foreign Income Tax returns Return relating to either Company for any Tax period ending after the PrePost-Closing Tax Period which result that results in any Income Tax detriment to Buyer, the Company or any affiliate of Buyer with respect to such period and any Income Tax benefit to Seller or any affiliate of Seller Sellers for any Pre-Closing Periodsuch period, Buyer shall be entitled to the benefit of such Income Tax benefits to the extent of the related Income Tax detriment. Seller Sellers shall pay to Buyer such amount (except to the extent part of accrued as a liability in the Closing LiabilitiesReference Statement, the PLUSA Balance Sheet and on the Final Statement) at such time or times as and to the extent that Seller or any affiliate of Seller Sellers actually realizes realize such benefit through a refund of Income Tax or reduction in the amount of Income Taxes which Seller that Sellers or any such affiliate would otherwise have had to pay if such adjustment had not been made. (3) Notwithstanding anything contained in Paragraph 9(f) to the contrary, payments pursuant to Paragraphs 12 shall not be limited by any indemnity baskets, caps or other limitations whatsoever.

Allocation of Income Tax Benefits. (1) 13.5.1 If any adjustments shall be made to any federal, state, local local, or foreign Income Tax returns relating to the Company or Seller for the Pre-Closing Period which result in any Income Tax detriment to Seller or any affiliate of Seller with respect to such period and any Income Tax benefit to the Company, Buyer or any affiliate of Buyer for any Tax period ending after the Closing Date (to the extent such Income Tax benefit is realized after the Closing Date), Seller shall be entitled to the benefit of such Income Tax benefit to the extent of the related Income Tax detriment (except to the extent accrued as a Prepaid), and Buyer shall or shall cause the Company to pay to Seller such amount at such times time or times as and to the extent that the Company, Buyer or any affiliate of Buyer actually realizes such benefit through a refund refiling of Income Tax or reduction in the amount of Income Tax which any of them the Company would otherwise have had to pay if such adjustment had not been made. (2) 13.5.2 If any adjustment shall be made to any federal, state, local local, or foreign Income Tax returns relating to the Company for any Tax period ending after the Pre-Closing Period which result in any Income Tax detriment to Buyer, the Company or any affiliate of Buyer with respect to such period and any Income Tax benefit to Seller or any affiliate of Seller for any Pre-Pre- Closing Period, Buyer shall be entitled to the benefit of such Income Tax benefits Benefits to the extent of the related Income Tax detriment. Seller shall pay to Buyer such amount (except to the extent part of the Closing Liabilities) at such time or times as and to the extent that Seller or any affiliate of Seller actually realizes such benefit through a refund of Income Tax or reduction in the amount of Income Taxes which Seller or any such affiliate would otherwise have had to pay if such adjustment had not been made. (3) Notwithstanding anything contained in Paragraph 9(f) to the contrary, payments pursuant to Paragraphs 12 shall not be limited by any indemnity baskets, caps or other limitations whatsoever.