Common use of Reverse Timing Differences Clause in Contracts

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 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 Crane or Avalon Huttig under Section 5.1 6.1 and/or a decrease in the amount of a Tax Refund to which AWS Crane or Avalon Huttig is or would otherwise be entitled to under Section 3.2, then in each Post-Tax Indemnification Period in which the AWS Crane Group or the Avalon Huttig Group Actually Realizes an Income Tax Benefit, AWS Crane or AvalonHuttig, 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(b6.4(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 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 Newco under Section 5.1 6.1 and/or a decrease in the amount of a Tax Refund to which AWS or Avalon Newco 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 Company Group Actually Realizes an Income Tax Benefit, AWS or Avalon, as the case may be, Company shall pay to Newco within ten days after the other Company has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments which the Company shall be required to be made make under this Section 5.4(b6.4(b) with which respect to any Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments realized by the Company Group from which such payment is made for all taxable periods and the Newco 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.