Payment of Taxes at Year-End. (i) Within thirty (30) days after the date the IDT Consolidated Group's Federal Tax return is filed, IDT shall make available to Net2Phone a pro forma Federal Tax return (a "Pro Forma Federal Return") of the Net2Phone Group reflecting the Net2Phone Federal Tax Liability. Within thirty (30) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT shall make available to Net2Phone the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone Group reflecting the relevant Net2Phone Combined Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice.
(ii) Within ten (10) days of the receipt by Net2Phone of a Pro Forma Federal Return, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Federal Tax Liability reflected on the Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Net2Phone Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns and the aggregate amount of the estimated installments paid with respect to the corresponding Net2Phone Combined Tax Liability pursuant to Section 2.1(b).
(iii) If, under applicable law and consistent with this Agreement, the IDT Sub-Group avails itself of a Tax Asset of the Net2Phone Group, IDT shall pay to Net2Phone an amount equal to the Income Tax Benefit attributable to such Tax Asset, if and when Actually Realized by IDT. The parties agree that all net operating losses and net capital losses of the IDT Group shall be taken into account by IDT in the order in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Net2Phone Group shall be taken into account by IDT in the above- described manner, subject, however, to the ordering rules then in effect under the Code.
(iv) In the event that IDT makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly...
Payment of Taxes at Year-End. (i) Not later than 5 business days before a member of the PepsiCo Group or a member of the TRICON Group, as the case may be, is required to file a Return (after taking extensions into account) with respect to any Consolidated Group for which payments are to be made under this Agreement, whether or not such Return is filed prior to the Distribution, the PepsiCo Group shall deliver to the TRICON Group a written statement setting forth the difference between (x) the TRICON Tax Liability or the PepsiCo Tax Liability, as appropriate, for such Return, and (y) the aggregate amount of payments with respect to the TRICON Tax Liability or the PepsiCo Tax Liability, as appropriate, for such year made pursuant to Section 3(b). Not later than the date such Return is required to be filed, the TRICON Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON Group, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any; provided, however, that to the extent such payment is to be made to the TRICON Group and is attributable to a claim for refund of Taxes previously paid to a Taxing Authority, the PepsiCo Group will not be required to make such payment to the TRICON Group.
(ii) With respect to each Return described in Section 3(a) above and previously filed by a Consolidated Group, and for which the TRICON Tax Liability or the PepsiCo Tax Liability, as the case may be, has not been satisfied in full or for which the TRICON Group has not paid the PepsiCo Group in full for a benefit derived from the use of a Tax Asset of the PepsiCo Group, the TRICON Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON Group, as appropriate, within 30 days of demand therefor, the amount in respect of such Return as determined by the PepsiCo Vice President, Tax.
Payment of Taxes at Year-End. (i) Promptly after CVS, Melville or any of their Affiliates files an application to extend the due date of a Return for the 1995 or 1996 Taxable year, whether or not such application is filed prior to the Deconsolidation, CVS shall (a) in good faith determine the estimated amount of the Linens Group's share of the CVS Consolidated Group's
Payment of Taxes at Year-End. (a) Not later than 30 days after the due date (including all extensions) for the TFS Consolidated Group's Federal Tax Return, TFS shall deliver to Brillian a pro forma Federal Tax Return (a "Pro Forma Federal Return") reflecting the Brillian Federal Tax Liability. Not later than 30 days after the due date (including all extensions) for each Combined State Tax Return, TFS shall deliver to Brillian the relevant pro forma Combined State Tax Return (each a "Pro Forma Combined State Return" and together with the Pro Forma Federal Return, the "Pro Forma Returns") reflecting the relevant Brillian Combined State Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 2.3(b).
(b) Not later than 10 days after the receipt of each Pro Forma Return, Brillian shall pay to TFS, or TFS shall pay to Brillian, as appropriate, an amount equal to the difference, if any, between (i) the Brillian Federal Tax Liability, if any, or (ii) the Brillian Combined State Tax Liability, if any, as the case may be, reflected on such Pro Forma Return for such period and the aggregate of any payments made by Brillian pursuant to Section 2.2 in respect of such period.
Payment of Taxes at Year-End. (i) HLTH shall determine, and notify WebMD of, the WebMD Subgroup Payment within sixty days following the end of the taxable year for which such payment is to be made. On or before the date which is three business days prior to the last date prescribed by law for payment of the Consolidated Federal Tax Liability of the HLTH Group for such year, WebMD shall pay to HLTH an amount equal to the excess, if any, of the WebMD Subgroup’s Federal Tax Liability over the total WebMD Subgroup Estimated Payments made by WebMD with respect to such taxable year. A similar rule shall apply to the extent the amount of the WebMD Subgroup’s Federal Tax Liability is adjusted at or prior to the time at which the Consolidated Federal Tax Return for such year is filed.
(ii) If the aggregate amount of the WebMD Subgroup Estimated Payments for a given taxable year is greater than the WebMD Subgroup’s Federal Tax Liability, HLTH shall promptly remit such excess amount to WebMD. A similar rule shall apply to the extent the amount of the WebMD Subgroup’s Federal Tax Liability is adjusted at or prior to the time at which the Consolidated Federal Tax Return for such year is filed.
(iii) With respect to any Consolidated Federal Tax Return of the HLTH Group, except as described in subclause (iv) hereof (A) HLTH shall not reimburse WebMD for the tax savings attributable to the utilization of any net operating losses or other tax attributes of the WebMD Subgroup to offset federal income taxes of the HLTH Subgroup and (B) WebMD shall not reimburse HLTH for the tax savings attributable to the utilization of any net operating losses or other tax attributes of HLTH or any other member of the HLTH Subgroup to offset federal incomes taxes of the WebMD Subgroup.
(iv) In any tax year ending on or before December 31, 2007 in which the HLTH Subgroup has income or gain from the sale of assets (including a subsidiary) outside the ordinary course of business, extinguishment of debt or other extraordinary transaction (“Extraordinary Gains”), HLTH will make a payment to the WebMD Subgroup in an amount equal to 35% of the excess of (A) the amount of the loss carryforwards of the WebMD Subgroup actually absorbed by the HLTH Group in the computation of the Consolidated Federal Tax Liability for the year pursuant to Treas. Reg. Section 1.1502-21, over (B) the amount of the loss carryforwards of the WebMD Subgroup that would have been absorbed in the computation of the Consolidated Federal Tax Liability if su...
Payment of Taxes at Year-End. (i) Promptly after CVS, Melville or any of their Affiliates files an application to extend the due date of a Return for the 1995 or 1996 Taxable year, whether or not such application is filed prior to the Deconsolidation, CVS shall (a) in good faith determine the estimated amount of the Linens Group's share of the CVS Consolidated Group's Consolidated Federal Tax or Consolidated State Tax liability for such Return in accordance with the principles of Exhibit A to this Agreement or, in the case of a Unitary State Tax Return, in accordance with the principles of Exhibit B to this Agreement using 1994 and 1995 apportionment factors for 1995 and 1996, respectively, adjusted for significant dispositions or transfers of assets, and (b) deliver a written statement to Linens reflecting the determination described above. Linens shall pay to CVS, or CVS shall pay to Linens, as appropriate, in accordance with Section 9 hereof, an amount equal to the difference, if any, between (x) the amounts so determined and (y) the aggregate amount of estimated installments paid with respect to the Linens Group's share of such Tax liability for such year made pursuant to Section 3(b), adjusted to take into account amounts previously paid or received by Linens or any Affiliate in connection with any previous extension payments made either before or after the Deconsolidation.
(ii) Promptly after CVS or a member of the CVS Consolidated Group files a Consolidated Federal Tax Return, Consolidated State Tax Return or Unitary State Tax Return, as the case may be, for which payments are to be made under this Agreement, whether or not such Return is filed prior to the Deconsolidation, CVS shall deliver to Linens a written statement setting forth the difference between (x) the Linens Group's share of the CVS Consolidated Group's Consolidated Federal Tax, Consolidated State Tax or Unitary State Tax liability for such Return, determined in accordance with the principles of Exhibit A or B to this Agreement, as the case may be, and (y) the aggregate amount of payments with respect to the Linens Group's share of such Tax liability for such year made pursuant to Section 3(b) or Section 3(c)(i). Linens shall pay to CVS, or CVS shall pay to Linens, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any.
(iii) If the determination of the Linens Group's share of the CVS Consolidated Group's Consolidated Federal Tax, Consolidated State Tax or Unitary State Tax ...
Payment of Taxes at Year-End. (i) Holdings shall determine, and notify each Subgroup Parent of, the Subgroup Payment within 60 days following the end of the taxable year for which the payment is to be made. On (but no earlier than) the date which is three business days prior to the last date prescribed by law for payment of the consolidated United States federal income tax liability of the Holdings Group for such year, each Subgroup Parent shall pay to Holdings an amount equal to the excess, if any, of the Subgroup Payment over the total Subgroup Estimated Payments with respect to such taxable year. A similar rule shall apply to the extent the amount of the Subgroup Payment determined within the 60-day period specified in this clause (i) is adjusted at or prior to the time at which the consolidated federal income tax return for such year is filed.
(ii) If, as a result of the operation of Section 2(c), the aggregate amount of the Subgroup Payments for a Subgroup for a given taxable year is greater than the applicable Subgroup Payment, then Holdings shall promptly remit the excess to such Subgroup Parent. A similar rule shall apply to the extent the amount of the Subgroup Payment determined within the 60-day period specified in clause (i) of this Section 2(d) is adjusted at or prior to the time at which the consolidated federal income tax return for such year is filed. If Holdings shall fail to remit such excess, the applicable Subgroup Parent may offset such excess against any future payments due from such Subgroup Parent to Holdings under this Agreement (such right to offset not limiting any other rights a Subgroup Parent may have as a result of such failure).
Payment of Taxes at Year-End. Promptly after Melville or any of its Affiliates files an application to extend the due date of a Return for the 1995 or 1996 Taxable year, whether or not such application is filed prior to the Distribution, Melville shall (a) in good faith determine the estimated amount of the Footstar Group's share of the Melville Consolidated Group's Consolidated Federal Tax or Consolidated State Tax liability for such Return in accordance with the principles of Exhibit A to this Agreement or, in the case of a Unitary State Tax Return, in accordance with the principles of Exhibit B to this Agreement using 1994 and 1995 apportionment factors for 1995 and 1996, respectively, adjusted for significant dispositions or transfers of assets, and (b) deliver a written statement to Footstar reflecting the determination described above. Footstar shall pay to Melville, or Melville shall pay to Footstar, as appropriate, in accordance with Section 9 hereof, an amount equal to the difference, if any, between (x) the amounts so determined and (y) the aggregate amount of estimated installments paid with respect to the Footstar Group's share of such Tax liability for such year made pursuant to Section 3(b), adjusted to take into account amounts previously paid or received by Footstar or any Affiliate in connection with any previous extension payments made either before or after the Distribution.
Payment of Taxes at Year-End. (a) Not later than 30 days after the due date (including all extensions) for the PFI Consolidated Group's Federal Tax Return, PFI shall deliver to TWG and WMC a pro forma Federal Tax Return (a "Pro Forma Federal Return") reflecting the TWG Federal Tax Liability and the WMC Federal Tax Liability. Not later than 30 days after the due date (including all extensions) for each Combined State Tax Return, PFI shall deliver to TWG and WMC the relevant pro forma Combined State Tax Return (each a "Pro Forma Combined State Return," and together with the Pro Forma Federal Return, the "Pro Forma Returns") reflecting the relevant TWG Combined State Tax Liability and the
Payment of Taxes at Year-End. (i) WebMD shall determine, and notify Health of, the Health Subgroup Payment within sixty days following the end of the taxable year for which such payment is to be
