Common use of Certain Tax Benefits Clause in Contracts

Certain Tax Benefits. (i) Subject to Section 8.1(b)(iii), no later than 45 days after the filing of an income Tax Return of the Company or any of its Subsidiaries, or any consolidated, combined, unitary or similar income Tax Return of Parent or its Subsidiaries which includes the Company and or any of its Subsidiaries as members of such consolidated, combined, unitary or similar group (in each case, for tax years ending December 31, 2001 and thereafter), subject to Section 8.6(b), Parent shall pay to the Majority Shareholder the amount, if any, of Company Tax Benefits Actually Realized by any of Parent, its Subsidiaries, the Company or its Subsidiaries with respect to such Tax years ending December 31, 2001 and thereafter. (ii) For purposes of this Agreement, "Company Tax Benefit" shall mean the sum of the amounts by which the actual Tax liability (after giving effect to the alternative minimum or similar Tax) of a corporation to the appropriate Taxing authority is reduced by or as a result of a deduction relating to any net operating loss carryover of the Company or any of its Subsidiaries, any alternative minimum tax net operating loss carryover of the Company or any of its Subsidiaries or any capital loss carryover of the Company or any of its Subsidiaries, or any offset relating to any credit carryover of the Company or any of its Subsidiaries and any increase in the basis of an asset of the Company or any of its Subsidiaries, in each case, that exists solely as a result of the Company and its Subsidiaries being required to file separate income Tax Returns (rather than consolidated, combined, unitary or similar Tax Returns) for taxable years ending December 31, 1999 and December 31, 2000 (each such Tax attribute, a "Company Tax Attribute"). For purposes of this Agreement, a Company Tax Benefit shall be deemed to be "Actually Realized" at the time of the filing of a Tax Return on which a Company Tax Attribute is applied to reduce the amount of Taxes which would otherwise be payable. (iii) Notwithstanding anything to the contrary contained in this Agreement, the amount Parent shall be required to pay to the Majority Shareholder pursuant to Section 8.1(b)(i) shall not exceed the Tax Damages paid by the Majority Shareholder to Parent pursuant to Section 8.1(a)(v).

Certain Tax Benefits. (ia) Subject to Section 8.1(b)(iii), no later than 45 days after the filing of an income Tax Return of the Company If Purchaser or any of its SubsidiariesAffiliates (including, after the Closing Date, the members of the Commercial Air Group) actually realizes a Tax Benefit as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any taxing authority with respect to Taxes for which Seller is responsible under Section 7.1, then Purchaser shall, or shall cause the appropriate Affiliate to, use its reasonable best efforts to claim such Tax Benefit and, to the extent such Tax Benefit is actually realized in the year that such audit adjustment (or adjustment in any consolidatedother Tax Proceeding) becomes final (or in a prior year or -74- either of the two (2) succeeding years), combined, unitary or similar income pay to Seller the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which such Tax Benefit is actually realized. (b) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of Parent any payment, loss, obligation, liability or its Subsidiaries which includes the Company and Tax that Seller or any of its Subsidiaries as respective Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Commercial Air Group) shall claim any such consolidatedTax Item on any Tax Return for a Post-Closing Period; provided, combinedhowever, unitary or similar group (in each case, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for tax years ending December 31, 2001 which Seller has filing responsibility pursuant to Section 7.3(a) and thereafteris permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.3(b), subject then Purchaser shall use its reasonable best efforts to Section 8.6(b), Parent shall claim such Tax Item and pay to Seller the Majority Shareholder the amount, if any, amount of Company any Tax Benefits Actually Realized by any of Parent, its Subsidiaries, the Company or its Subsidiaries with respect to such Tax years ending December 31, 2001 and thereafter. (ii) For purposes of this Agreement, "Company Tax Benefit" shall mean the sum of the amounts by which the actual Tax liability (after giving effect to the alternative minimum or similar Tax) of a corporation to the appropriate Taxing authority is reduced by or Benefit actually realized as a result of a deduction relating claiming such Tax Item on such Tax Return. (c) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible and has paid under Section 7.1 and (ii) any refunds or credits to which Seller is entitled under Section 7.4(a) or Section 7.4(b). Purchaser shall be entitled to any net operating loss carryover refunds or credits of any member of the Company Commercial Air Group of or against any of its Subsidiaries, any alternative minimum tax net operating loss carryover of Taxes other than refunds or credits to which Seller is entitled pursuant to the Company or any of its Subsidiaries or any capital loss carryover of the Company or any of its Subsidiariesforegoing sentence. Each Party shall pay, or any offset relating cause its Affiliates to any pay, to the Party entitled to a refund or credit carryover of the Company or any of its Subsidiaries and any increase in the basis of an asset of the Company or any of its SubsidiariesTaxes under this Section 7.4, in each case, that exists solely as a result of the Company and its Subsidiaries being required to file separate income Tax Returns (rather than consolidated, combined, unitary or similar Tax Returns) for taxable years ending December 31, 1999 and December 31, 2000 (each such Tax attribute, a "Company Tax Attribute"). For purposes of this Agreement, a Company Tax Benefit shall be deemed to be "Actually Realized" at the time of the filing of a Tax Return on which a Company Tax Attribute is applied to reduce the amount of such refund or credit (including any interest paid thereon and net of any Taxes which would to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise be payable. (iii) Notwithstanding anything to the contrary contained in this Agreement, the amount Parent shall be required to pay to the Majority Shareholder pursuant to Section 8.1(b)(i) shall not exceed the Tax Damages paid by the Majority Shareholder to Parent pursuant to Section 8.1(a)(v).

Certain Tax Benefits. The Seller Parties shall be entitled to any Tax Benefit resulting from any Tax Item arising in respect of any Covered Bonus Amount on or before December 31, 2016, and Buyer acknowledges and agrees that neither Buyer nor any of its Affiliates shall claim any such Tax Item on any Tax Return for a Post-Closing Period except as otherwise provided in this Section 9.13. Notwithstanding anything herein to the contrary, to the extent permitted by applicable Law, any Tax Item arising in respect of any Covered Bonus Amount shall be reflected on a Tax Return of the Seller Parties (iand/or the Companies, as appropriate) Subject for the last taxable period of such entity ending on or before the Closing Date. If any Tax Item arising in respect of any Covered Bonus Amount is not permitted to Section 8.1(b)(iii), no later than 45 days after be claimed on the filing of an income Tax Return of the Company Seller Parties (and/or the Companies, as appropriate) for the last taxable period of such entity ending on or before the Closing Date, and such Tax Item is permitted to be claimed on a Tax Return of Buyer or any of its SubsidiariesAffiliates (including the Companies after the Closing) for a Straddle Period or a Post-Closing Period, or then Buyer shall claim such Tax Item and pay to the Seller Parties the amount of any consolidated, combined, unitary or similar income Tax Return of Parent or its Subsidiaries which includes the Company and Benefit actually realized by Buyer or any of its Subsidiaries as members Affiliates resulting from such Tax Item, net of any expenses incurred by Buyer incurred in realizing such consolidated, combined, unitary or similar group Tax Benefit (in each case, for tax years ending December 31, 2001 and thereafter), subject to Section 8.6(b), Parent shall pay to the Majority Shareholder extent such expense is not already taken into account in determining such Tax Benefit). To the extent a Tax Benefit paid to the Seller Parties is subsequently disallowed or otherwise required to be returned to the applicable Taxing Authority, the Seller Parties agree to repay such amount, if anytogether with any interest, of Company Tax Benefits Actually Realized penalties or other additional amounts imposed by any of Parentsuch Taxing Authority, its Subsidiaries, the Company or its Subsidiaries with respect to such Tax years ending December 31, 2001 and thereafter. (ii) For purposes of this Agreement, "Company Tax Benefit" shall mean the sum of the amounts by which the actual Tax liability (after giving effect to the alternative minimum or similar Tax) of a corporation to the appropriate Taxing authority is reduced by or as a result of a deduction relating to any net operating loss carryover of the Company or any of its Subsidiaries, any alternative minimum tax net operating loss carryover of the Company or any of its Subsidiaries or any capital loss carryover of the Company or any of its Subsidiaries, or any offset relating to any credit carryover of the Company or any of its Subsidiaries and any increase in the basis of an asset of the Company or any of its Subsidiaries, in each case, that exists solely as a result of the Company and its Subsidiaries being required to file separate income Tax Returns (rather than consolidated, combined, unitary or similar Tax Returns) for taxable years ending December 31, 1999 and December 31, 2000 (each such Tax attribute, a "Company Tax Attribute")Buyer. For purposes of this Agreement, a Company Tax Benefit shall be deemed to be "Actually Realized" at the time of the filing of a Tax Return on which a Company Tax Attribute is applied to reduce the amount of Taxes which would otherwise be payable. (iii) Notwithstanding anything to the contrary contained in this Agreement, the amount Parent shall be required to pay to the Majority Shareholder pursuant to Section 8.1(b)(i) shall not exceed the Tax Damages paid by the Majority Shareholder to Parent pursuant to Section 8.1(a)(v).this

Certain Tax Benefits. (ia) Subject to Section 8.1(b)(iii), no later than 45 days after the filing of an income Tax Return of the Company If Purchaser or any of its SubsidiariesAffiliates (including, after the Closing Date, the members of the Commercial Air Group) actually realizes a Tax Benefit as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any taxing authority with respect to Taxes for which Seller is responsible under Section 7.1, then Purchaser shall, or shall cause the appropriate Affiliate to, use its reasonable best efforts to claim such Tax Benefit and, to the extent such Tax Benefit is actually realized in the year that such audit adjustment (or adjustment in any consolidatedother Tax Proceeding) becomes final (or in a prior year or either of the two (2) succeeding years), combined, unitary or similar income pay to Seller the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which such Tax Benefit is actually realized. (b) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of Parent any payment, loss, obligation, liability or its Subsidiaries which includes the Company and Tax that Seller or any of its Subsidiaries as respective Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Commercial Air Group) shall claim any such consolidatedTax Item on any Tax Return for a Post-Closing Period; provided, combinedhowever, unitary or similar group (in each case, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for tax years ending December 31, 2001 which Seller has filing responsibility pursuant to Section 7.3(a) and thereafteris permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.3(b), subject then Purchaser shall use its reasonable best efforts to Section 8.6(b), Parent shall claim such Tax Item and pay to Seller the Majority Shareholder the amount, if any, amount of Company any Tax Benefits Actually Realized by any of Parent, its Subsidiaries, the Company or its Subsidiaries with respect to such Tax years ending December 31, 2001 and thereafter. (ii) For purposes of this Agreement, "Company Tax Benefit" shall mean the sum of the amounts by which the actual Tax liability (after giving effect to the alternative minimum or similar Tax) of a corporation to the appropriate Taxing authority is reduced by or Benefit actually realized as a result of a deduction relating claiming such Tax Item on such Tax Return. (c) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible and has paid under Section 7.1 and (ii) any refunds or credits to which Seller is entitled under Section 7.4(a) or Section 7.4(b). Purchaser shall be entitled to any net operating loss carryover refunds or credits of any member of the Company Commercial Air Group of or against any of its Subsidiaries, any alternative minimum tax net operating loss carryover of Taxes other than refunds or credits to which Seller is entitled pursuant to the Company or any of its Subsidiaries or any capital loss carryover of the Company or any of its Subsidiariesforegoing sentence. Each Party shall pay, or any offset relating cause its Affiliates to any pay, to the Party entitled to a refund or credit carryover of the Company or any of its Subsidiaries and any increase in the basis of an asset of the Company or any of its SubsidiariesTaxes under this Section 7.4, in each case, that exists solely as a result of the Company and its Subsidiaries being required to file separate income Tax Returns (rather than consolidated, combined, unitary or similar Tax Returns) for taxable years ending December 31, 1999 and December 31, 2000 (each such Tax attribute, a "Company Tax Attribute"). For purposes of this Agreement, a Company Tax Benefit shall be deemed to be "Actually Realized" at the time of the filing of a Tax Return on which a Company Tax Attribute is applied to reduce the amount of such refund or credit (including any interest paid thereon and net of any Taxes which would to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise be payable. (iii) Notwithstanding anything to the contrary contained in this Agreement, the amount Parent shall be required to pay to the Majority Shareholder pursuant to Section 8.1(b)(i) shall not exceed the Tax Damages paid by the Majority Shareholder to Parent pursuant to Section 8.1(a)(v).

Certain Tax Benefits. (i) Subject Buyer agrees that the Selling Shareholders will -------------------- receive cash payment from the Company, as described in this Section 1.6, for certain tax benefits resulting from any deduction relating to Section 8.1(b)(iii), no later than 45 days after the filing of an income Tax Return exercise or sale of the Company or Stock Options net of any of its Subsidiaries, or any consolidated, combined, unitary or similar income Tax Return of Parent or its Subsidiaries which includes recognized by the Company and or resulting from transactions contemplated herein other than any of its Subsidiaries as members of such consolidated, combined, unitary or similar group (in each case, for tax years ending December 31, 2001 and thereafter), subject to Section 8.6(b), Parent shall pay to the Majority Shareholder the amount, if any, of Company Tax Benefits Actually Realized by any of Parent, its Subsidiaries, the Company or its Subsidiaries with respect to such Tax years ending December 31, 2001 and thereafter. (ii) For purposes of this Agreement, "Company Tax Benefit" shall mean the sum of the amounts by which the actual Tax liability (after giving effect to the alternative minimum or similar Tax) of a corporation to the appropriate Taxing authority is reduced by or income recognized as a result of any tax election made by Buyer or the Company after the Closing Date (the "Deduction"). Such payment shall be made ratably to the Selling --------- Shareholders as follows: (A) to the extent that the Deduction results in a deduction relating to any net operating loss carryover for income tax purposes in the taxable year that includes the Closing Date (the "Short Period") that may be carried back to prior taxable ------------ years, 100 percent of the Company or any benefit realized shall be paid to Paying Agent for the benefit of its Subsidiaries, any alternative minimum Selling Shareholders when tax net operating loss carryover of refunds are received by the Company or any of its Subsidiaries or any capital loss carryover of the Company or any of its Subsidiaries, or any offset relating to any credit carryover of the Company or any of its Subsidiaries and any increase in the basis of an asset of the Company or any of its Subsidiaries, in each case, that exists solely as a result of the carryback claims (net of any taxes caused by the refund of state taxes); (B) to the extent that the Deduction results in a reduction of the tax liability due for or a refund of taxes that would otherwise have been payable with respect to the day to day sales and operations of the Company and its Subsidiaries being required in the Short Period and not from other transactions or events (including, without limitation, transactions not in the ordinary course of business, any income resulting from transactions contemplated by this Agreement and any income relating to file separate income Tax Returns prior periods), 100 percent of the benefit realized shall be paid to Paying Agent for the benefit of Selling Shareholders (rather than consolidated, combined, unitary i) when refunds of such taxes are received by the Company or similar Tax Returns(ii) for when such taxes that would otherwise be payable by the Company or the consolidated group which includes Buyer and the Company are reduced; and (C) to the extent that the Deduction results in a net operating loss generated in the taxable years ending through the Closing Date that is carried forward to taxable years thereafter, 100 percent of the benefit realized by virtue of the net operating loss carry forward for the fiscal year ending December 31, 1999 1995 and December 31, 2000 (each 50 percent of such Tax attribute, a "Company Tax Attribute"). For purposes of this Agreement, a Company Tax Benefit benefit realized for fiscal years thereafter shall be deemed to be "Actually Realized" at the time of the filing of a Tax Return on which a Company Tax Attribute is applied to reduce the amount of Taxes which would otherwise be payable. (iii) Notwithstanding anything paid to the contrary contained in Paying Agent for the benefit of Selling Shareholders when such benefit is actually realized. The Selling Shareholders agree to reimburse the Buyer and/or the Company for any unearned payments made pursuant to this AgreementSection 1.6, the amount Parent shall be required to pay subject to the Majority Shareholder pursuant to limitations of Section 8.1(b)(i) shall not exceed the Tax Damages paid by the Majority Shareholder to Parent pursuant to Section 8.1(a)(v)6.2 hereof.