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.
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Samples: Merger Agreement (American Waste Services Inc), Tax Allocation Agreement (Avalon Holdings Corp)
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.
Appears in 2 contracts
Samples: Tax Allocation Agreement (Huttig Building Products Inc), Tax Allocation Agreement (Huttig Building Products Inc)