Common use of Tax Benefit Payments Clause in Contracts

Tax Benefit Payments. (a) If a Final Determination is made contrary to any of the positions described in 6.11(b)(i), (ii), or (iii), then (in addition to any other remedies which may be available to NBC but without duplication thereof) Xenon 2 will pay to NBC for each Post-Closing Tax Period an amount equal to the excess of (A) the liability for federal, state and local Taxes to which Xenon 2, Xoom or any other Affiliates or any successor to their assets or businesses (collectively, the "Taxpayer") would have been subject for all Post-Closing Tax Periods in each --------- relevant jurisdiction had the positions described in Section 6.11(b)(i), Section ------------------ ------- 6.11(b)(ii) and Section 6.11(b)(iii) been sustained (and had Xenon 2 not been ----------- -------------------- required to make any payments pursuant to this Section 6.12), over (B) the ------------ Taxpayer's actual liability for such Taxes for such periods. Such payment will be due (subject to a ten business-day grace period) when, as, and to the extent the Taxpayer derives an actual benefit (in the form of any refund, reduction in Tax liability, or otherwise) as the result of such excess. If any payment required under this Section 6.12(a) for any Post-Closing Tax Period is not made --------------- on or before the due date (without extensions) of the return of such period, then such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from such due date to the date on which the payment is actually made. (b) In addition, Xenon 2 will pay to NBC, no later than ten business days after each date on which the Taxpayer receives a refund of federal, state or local Taxes for a Pre-Closing Tax Period, the excess of such refunds over such refunds to which the Taxpayer would have been entitled had the positions described in Section 6.11(b) been sustained (and had Xenon 2 not been required --------------- to make any payments under this Section 6.12). If any payment required under ------------ this Section 6.12(b) is not made on or before the date such payment is due, then --------------- such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the date such payment was due to the date on which such payment is actually made. (c) In the event of any adjustment to the Taxpayer's liability for federal, state or local Taxes or entitlement to a refund, as a result of audit, carryover, or otherwise, the amounts previously payable under this Section 6.12 ------------ will be appropriately adjusted and Xenon 2 or NBC, as the case may be, will pay to the other the amount, required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 6621(a)

Tax Benefit Payments. (a) If a Final Determination is made contrary to any of the positions described in 6.11(b)(i), (ii), or (iii), then (in addition to any other remedies which may be available to NBC but without duplication thereof) Xenon 2 will pay to NBC for each Post-Closing Tax Period an amount equal to the excess of (A) the liability for federal, state and local Taxes to which Xenon 2, Xoom or any other Affiliates or any successor to their assets or businesses (collectively, the "TaxpayerTAXPAYER") would have been subject for all Post-Closing Tax Periods in each --------- relevant jurisdiction had the positions described in Section 6.11(b)(iSECTION 6.11(B)(I), Section ------------------ ------- 6.11(b)(iiSECTION 6.11(B)(II) and Section 6.11(b)(iiiSECTION 6.11(B)(III) been sustained (and had Xenon 2 not been ----------- -------------------- required to make any payments pursuant to this Section SECTION 6.12), over (B) the ------------ Taxpayer's actual liability for such Taxes for such periods. Such payment will be due (subject to a ten business-day grace period) when, as, and to the extent the Taxpayer derives an actual benefit (in the form of any refund, reduction in Tax liability, or otherwise) as the result of such excess. If any payment required under this Section 6.12(aSECTION 6.12(A) for any Post-Closing Tax Period is not made --------------- on or before the due date (without extensions) of the return of such period, then such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from such due date to the date on which the payment is actually made. (b) In addition, Xenon 2 will pay to NBC, no later than ten business days after each date on which the Taxpayer receives a refund of federal, state or local Taxes for a Pre-Closing Tax Period, the excess of such refunds over such refunds to which the Taxpayer would have been entitled had the positions described in Section 6.11(bSECTION 6.11(B) been sustained (and had Xenon 2 not been required --------------- to make any payments under this Section SECTION 6.12). If any payment required under ------------ this Section 6.12(bSECTION 6.12(B) is not made on or before the date such payment is due, then --------------- such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the date such payment was due to the date on which such payment is actually made. (c) In the event of any adjustment to the Taxpayer's liability for federal, state or local Taxes or entitlement to a refund, as a result of audit, carryover, or otherwise, the amounts previously payable under this Section SECTION 6.12 ------------ will be appropriately adjusted and Xenon 2 or NBC, as the case may be, will pay to the other the amount, required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 6621(a)

Tax Benefit Payments. (a) If a Final Determination is made contrary -------------------- to any of the positions described in Section 6.11(b)(i), (iiSection 6.11(b)(ii), or (iii------------------ ------------------- Section 6.11(b)(iii), then (in addition to any other remedies which may be -------------------- available to NBC CNET but without duplication thereof) Xenon 2 will pay to NBC CNET for each Post-Closing Tax Period an amount equal to the excess of (A) the liability for federal, state and local Taxes to which Xenon 2, Xoom or any other Affiliates or any successor to their assets or businesses (collectively, the "Taxpayer") would have been subject for all Post-Closing Tax Periods in each --------- -------- relevant jurisdiction had the positions described in Section 6.11(b)(i), Section ------------------ ------- 6.11(b)(ii) and Section 6.11(b)(iii6.11(b) been --------------- sustained (and had Xenon 2 not been ----------- -------------------- required to make any payments pursuant to this Section 6.12), over (B) the ------------ Taxpayer's Taxpayer"s actual liability for such Taxes for ------------ such periods. Such payment will be due (subject to a ten business-day grace period) when, as, and to the extent the Taxpayer derives an actual benefit (in the form of any refund, reduction in Tax liability, or otherwise) as the result of such excess. If any payment required under this Section 6.12(a) for any Post-Post- --------------- Closing Tax Period is not made --------------- on or before the due date (without extensions) of the return of such period, then such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from such due date to the date on which the payment is actually made. (b) In addition, Xenon 2 will pay to NBCCNET, no later than ten business days after each date on which the Taxpayer receives a refund of federal, state or local Taxes for a Pre-Closing Tax Period, the excess of such refunds over such refunds to which the Taxpayer would have been entitled had the positions described in Section 6.11(b) been sustained (and had Xenon 2 not been required --------------- to make any payments under this Section 6.12). If any payment required under ------------ this Section 6.12(b) is not made on or before the date such payment is due, then --------------- such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the date such payment was due to the date on which such payment is actually made. (c) In the event of any adjustment to the Taxpayer's Taxpayer"s liability for federal, state or local Taxes or entitlement to a refund, as a result of audit, carryover, or otherwise, the amounts previously payable under this Section 6.12 ------------ will be appropriately adjusted and Xenon 2 or NBCCNET, as the case may be, will pay to the other the amount, required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 6621(a)

Tax Benefit Payments. (a) If a Final Determination is made contrary to any of the positions position described in 6.11(b)(i), (ii), or (iiiSection III.04(b)(i), then (in addition to any other remedies which may be available to NBC LM but without duplication thereof) Xenon 2 the Company will pay to NBC LM for each Post-Closing Tax Period an amount equal to the excess of (A) the liability for federal, state and local Taxes to which Xenon 2, Xoom the Company or any other Affiliates or any successor to their assets or businesses (collectively, the "Taxpayer") would have been subject for all Post-Closing Tax Periods in each --------- relevant jurisdiction had the positions position described in Section 6.11(b)(i), Section ------------------ ------- 6.11(b)(ii) and Section 6.11(b)(iiisection III.04(b)(i) been sustained (and had Xenon 2 the Company not been ----------- -------------------- required to make any payments pursuant to this Section 6.12III.05), over (B) the ------------ Taxpayer's actual liability for such Taxes for such periods. Such payment will be due (subject to a ten businessten-day grace period) when, as, and to the extent the Taxpayer derives an actual benefit (in the form of any refund, reduction in Tax liability, or otherwise) as the result of such excess. If any payment required under this Section 6.12(aIII.05(a) for any Post-Closing Tax Period is not made --------------- on or before the due date (without extensions) of the return of such period, then such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from such due date to the date on which the payment is actually made. From the date of receipt of any payment under this Section III.05(a) relating to any Post-Closing Tax Period until the expiration of the period of limitations under Section 6501 of the Code in respect of such period, LM will either (i) maintain a credit rating with respect to its senior unsecured indebtedness of at least AA by Standard & Poor's Corporation or an equivalent credit rating by any nationally recognized credit rating service, or (ii) within ten days after receipt of written notice from the Company, provide to the Company a letter of credit or other assurance reasonably satisfactory to the Company of the ability of LM to meet its obligations under Section III.05(c). If LM fails to meet the requirements of the preceding sentence, then (so long as such failure may continue but in no event beyond the expiration of the relevant period of limitations under Section 6501 of the Code) the obligations of the Company to make any payments under this Section III.05 will be suspended. (b) In addition, Xenon 2 the Company will pay to NBCLM, no later than ten business days after each date on which the Taxpayer receives a refund of federal, state or local Taxes for a Pre-Closing Tax Period, the excess of such refunds over such refunds to which the Taxpayer would have been entitled had the positions position described in Section 6.11(bIII.04(b)(i) been sustained (and had Xenon 2 the Company not been required --------------- to make any payments under this Section 6.12III.05). If any payment required under ------------ this Section 6.12(bIII.05(b) is not made on or before the date such payment is due, then --------------- such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the date such payment was due to the date on which such payment is actually made. From the date of receipt of any payment under this Section III.05(b) relating to any refund until the expiration of the period for recovery of such refund under section 6532(b) of the Code, LM will either (i) maintain a credit rating with respect to its senior unsecured indebtedness of at least AA by Standard & Poor's Corporation or an equivalent credit rating by any nationally recognized credit rating service, or (ii) within ten days after receipt of written notice from the Company, provide to the company a letter of credit or other assurance reasonably satisfactory to the Company a letter of credit or other assurance reasonably satisfactory to the Company of the ability of LM to meets its obligations under Section III.05(c). If LM fails to meet the requirements of the preceding sentence, then (so long as such failure may continue but in no event beyond the expiration of the relevant period for recovery of a refund under Section 6532(b) of the Code) any obligation of the Company to make payments under this Section III.05(b) will be suspended. (c) In the event of any adjustment to the Taxpayer's liability for federal, state or local Taxes taxes or entitlement to a refund, as a result of audit, carryover, carryback, or otherwise, the amounts previously payable under this Section 6.12 ------------ III.05 will be appropriately adjusted and Xenon 2 the Company or NBCLM, as the case may be, will pay to the other the amount, amount required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 6621(a)

Tax Benefit Payments. (a) If a Final Determination is made contrary to any of the positions described in 6.11(b)(i), (ii), or (iii), then (in addition to any other remedies which may be available to NBC but without duplication thereof) Xenon 2 will pay to NBC for each Post-Closing Tax Period an amount equal to the excess of (A) the liability for federal, state and local Taxes to which Xenon 2, Xoom or any other Affiliates or any successor to their assets or businesses (collectively, the "Taxpayer") would have been subject for all Post-Closing Tax Periods in each --------- relevant jurisdiction had the positions described in Section 6.11(b)(i), Section ------------------ ------- 6.11(b)(ii) and Section 6.11(b)(iii) been sustained (and had Xenon 2 not been ----------- -------------------- required to make any payments pursuant to this Section 6.12), over (B) the ------------ Taxpayer's actual liability for such Taxes for such periods. Such payment will be due (subject to a ten business-day grace period) when, as, and to the extent the Taxpayer derives an actual benefit (in the form of any refund, reduction in Tax liability, or otherwise) as the result of such excess. If any payment required under this Section 6.12(a) for any Post-Closing Tax Period is not made --------------- on or before the due date (without extensions) of the return of such period, then such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from such due date to the date on which the payment is actually made. (b) In addition, Xenon 2 will pay to NBC, no later than ten business days after each date on which the Taxpayer receives a refund of federal, state or local Taxes for a Pre-Closing Tax Period, the excess of such refunds over such refunds to which the Taxpayer would have been entitled had the positions described in Section 6.11(b) been sustained (and had Xenon 2 not been required --------------- to make any payments under this Section 6.12). If any payment required under ------------ this Section 6.12(b) is not made on or before the date such payment is due, then --------------- such payment will be made together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the date such payment was due to the date on which such payment is actually made. (c) In the event of any adjustment to the Taxpayer's liability for federal, state or local Taxes or entitlement to a refund, as a result of audit, carryover, or otherwise, the amounts previously payable under this Section 6.12 ------------ will be appropriately adjusted and Xenon 2 or NBC, as the case may be, will pay to the other the amount, required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 6621(a)