Common use of Characterization of and Adjustments to Payments Clause in Contracts

Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent and New BBX Capital shall treat any payment by Parent to a member of the New BBX Capital Group or by New BBX Capital to a member of the Parent Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent to New BBX Capital or a distribution by New BBX Capital to Parent, as the case may be, occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to Article III of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified item), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliates) arising from the receipt of the relevant indemnity payment.

Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent Cogint and New BBX Capital SpinCo shall treat any payment by Parent Cogint to a member of the New BBX Capital Spinco Group or by New BBX Capital Spinco to a member of the Parent Cogint Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent Cogint to New BBX Capital SpinCo or a distribution by New BBX Capital SpinCo to ParentCogint, as the case may be, occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to Article III of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliatesaffiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified item), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliatesaffiliates) arising from the receipt of the relevant indemnity payment.

Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent Recro and New BBX Capital Baudax shall treat any payment by Parent Recro to a member of the New BBX Capital Baudax Group or by New BBX Capital Baudax to a member of the Parent Recro Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent Recro to New BBX Capital Baudax or a distribution by New BBX Capital Baudax to ParentRecro, as the case may be, and, in each case, as occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to this Article III of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified item), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliates) arising from the receipt of the relevant indemnity payment.payment.2

Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent Inpixon and New BBX Capital Sysorex shall treat any payment by Parent Inpixon to a member of the New BBX Capital Sysorex Group or by New BBX Capital Sysorex to a member of the Parent Inpixon Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent Inpixon to New BBX Capital Sysorex or a distribution by New BBX Capital Sysorex to ParentInpixon, as the case may be, occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to Article III of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliatesaffiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified item), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliatesaffiliates) arising from the receipt of the relevant indemnity payment.

Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent Alliqua and New BBX Capital Aquamed shall treat any payment by Parent Alliqua to a member of the New BBX Capital Aquamed Group or by New BBX Capital Aquamed to a member of the Parent Alliqua Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent Alliqua to New BBX Capital Aquamed or a distribution by New BBX Capital Aquamed to ParentAlliqua, as the case may be, occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to Article III of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliatesaffiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified itemitem and which shall be calculated on a with and without basis), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliatesaffiliates, which shall be calculated on a with and without basis) arising from the receipt of the relevant indemnity payment.

Characterization of and Adjustments to Payments. (a) For Except for payments under Section 2.07, for all Tax purposes, Parent Nxt-ID and New BBX Capital PartX shall treat any payment by Parent Nxt-ID to a member of the New BBX Capital PartX Group or by New BBX Capital PartX to a member of the Parent Nxt-ID Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent Nxt-ID to New BBX Capital PartX or a distribution by New BBX Capital PartX to ParentNxt-ID, as the case may be, occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to Article III IV of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliatesaffiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified item), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliatesaffiliates) arising from the receipt of the relevant indemnity payment.

Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent Recro and New BBX Capital Baudax shall treat any payment by Parent Recro to a member of the New BBX Capital Baudax Group or by New BBX Capital Baudax to a member of the Parent Recro Group required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent Recro to New BBX Capital Baudax or a distribution by New BBX Capital Baudax to ParentRecro, as the case may be, and, in each case, as occurring immediately prior to the Distribution. (b) Notwithstanding the foregoing, the amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to this Article III of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be (i) decreased to take into account any Tax Benefit to the Indemnified Party (or any of its Affiliates) arising from the incurrence or payment of the relevant indemnified item and actually realized in or prior to the taxable year succeeding the taxable year in which the indemnified item is incurred (which Tax Benefit would not have arisen or been allowable but for such indemnified item), and (ii) increased to take into account any actual Tax Cost of the Indemnified Party (or any of its Affiliates) arising from the receipt of the relevant indemnity payment.