Reverse Timing Differences. If a Tax Audit Proceeding or an amendment of a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity obligation of AWS or Avalon under Section 5.1 and/or a decrease in the amount of a Tax Refund to which AWS or Avalon is or would otherwise be entitled to under Section 3.2, then in each Post-Tax Indemnification Period in which the AWS Group or the Avalon Group Actually Realizes an Income Tax Benefit, AWS or Avalon, as the case may be, shall pay to the other an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments required to be made under this Section 5.4(b) with respect to any Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments realized by the Group from which such payment is made for all taxable periods and the Group receiving such payment for all Tax Indemnification Periods as a result of such Reverse Timing Difference. All such payments shall be made within ten days after the relevant Income Tax Benefit has been Actually Realized.
Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Conexant under Section 3.01(a) and/or a decrease in the amount of a Tax refund or credit to which Conexant is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Alpha Tax Group Actually Realizes an Income Tax Benefit, Alpha shall pay to Conexant within ten days after Alpha has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments which Alpha shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the Alpha Tax Group and the Conexant Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.
Reverse Timing Differences. If a Tax Audit proceeding, an amendment of a Tax Return or any payment adjustment described in Section 2.6 of the Post-Closing Covenants Agreement results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity obligation of UCRI under Section 5.1 and/or a decrease in the amount of a Tax Refund to which UCRI is or would otherwise be entitled to under Section 3.2, then in each Post-Tax Indemnification Period in which International Group Actually Realizes an Income Tax Benefit, International shall pay to UCRI within ten days after International has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments which International shall be required to make under this Section 5.4(b) which respect to any Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments realized by the UCRI Group for all taxable periods and by the International Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference. 5.5
Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Fortune under Section 3.01(a) (or Fortune otherwise bears or has borne such increase in Taxes without reimbursement by ACCO), and/or a decrease in the amount of a Tax refund or credit to which Fortune is or would otherwise be entitled under Section 2.03 for one taxable period, then in each subsequent taxable period in which the ACCO Tax Group Actually Realizes an Income Tax Benefit, ACCO shall pay to Fortune within ten days after ACCO has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments which ACCO shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the ACCO Tax Group and the Fortune Tax Group for such initial taxable period as a result of such Reverse Timing Difference.
Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Rockwell under Section 3.01 and/or a decrease in the amount of a Tax refund or credit to which Rockwell is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Conexant Tax Group Actually Realizes an Income Tax Benefit, Conexant shall pay to Rockwell within ten days after Conexant has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate payments which Conexant shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the Conexant Tax Group and the Rockwell Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.
Reverse Timing Differences. If a Tax audit proceeding or an amendment of a Tax Return results in a Reverse Timing Difference, and, such Reverse Timing Difference results in an Income Tax Detriment to the Goodrich Tax Group, then in each Post-Tax Indemnification Period in wxxxx xxx EnPro Tax Group Actually Realizes an Income Tax Benefit, EnPro shall pay to Goodrich within ten days after EnPro has Actually Realized such Incomx Xxx Xxnefit an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments which EnPro shall be required to make under this Section 3.04(a)(ii) with respect to any Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments suffered by the EnPro Tax Group and the Goodrich Tax Group for all Tax Indemnification Periods as a result of xxxx Xxverse Timing Difference.
Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Rockwell under Section 3.01 and/or a decrease in the amount of a Tax refund or credit to which Rockwell is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Rockwell Collxxx Xxx Group Actually Realizes an Income Tax Benefit, Rockwell Collxxx xxxll pay to Rockwell within ten days after Rockwell Collxxx xxx Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate payments which Rockwell Collxxx xxxll be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the Rockwell Collxxx Xxx Group and the Rockwell Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.
Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Conexant under Section 3.01(a) and/or a decrease in the amount of a Tax refund or credit to which Conexant is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Mindspeed Tax Group Actually Realizes an Income Tax Benefit, Mindspeed shall pay to Conexant within ten days after Mindspeed has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate payments which Mindspeed shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the Mindspeed Tax Group and the Conexant Tax Group for all Tax Indemnification Periods as a result of such Reverse Timing Difference.
Reverse Timing Differences. If an adjustment to an Income Tax Return pursuant to a Final Determination results in a Reverse Timing Difference, then, subject to the last sentence of Section 6.c(ii) hereof, for each Post-Distribution Taxable Period or portion of a Straddle Period beginning on the day after the Distribution Date in which a member of the Xxxxxx Post- Merger Group Actually Realizes an Income Tax Benefit by reason of such Reverse Timing Difference, Xxxxxx shall pay to Telecom an amount equal to such Income Tax Benefit, including interest (computed at the Overpayment Rate for the taxing jurisdiction in which such Income Tax Benefit is Actually Realized) from the original due date (without extensions) for filing of the Income Tax Return for such taxable period through the date of payment under this Section 6.b; provided, however, that the aggregate payments which Xxxxxx shall be required to make under this Section 6.b with respect to a Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments Actually Realized by a member of the GM Consolidated Group (whether in one or more taxable periods, and whether such taxable periods end before, after or on the Distribution Date) by reason of such Reverse Timing Difference, including interest (computed at the Underpayment Rate for the taxing jurisdiction in which such Income Tax Detriment is Actually Realized) from the original due date (without extensions) for filing of the Income Tax Return for such taxable period through the date of payment under this Section 6.b. Upon request, Xxxxxx shall provide Telecom with a statement, signed by Xxxxxx' chief financial officer and certified by Xxxxxx' independent accounting firm, setting forth calculations in detail sufficient to permit Telecom to verify Xxxxxx' compliance with this Section 6.b.
Reverse Timing Differences. If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Rockwell under Section 3.1 and/or a decrease in the amount of a Tax refund or credit to which Rockwell is or would otherwise be entitled under Section 2.03, then in each Post-Tax Indemnification Period in which the Automotive Tax Group Actually Realizes an Income Tax Benefit, Automotive shall pay to Rockwell within ten days after Automotive has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit, provided, however, that the aggregate
