Common use of Tax Benefits Clause in Contracts

Tax Benefits. The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (i) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (a) increased deductions, losses, or credits, or (b) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification or reimbursement (or to a member of the RemainCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, RemainCo shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the RemainCo Group) would have been required to pay or bear (or increases, in cash, the amount of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the RemainCo Group) would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement (or to a member of the SpinCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, SpinCo shall pay RemainCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the SpinCo Group) would have been required to pay or bear (or increases, in cash, the amount of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the SpinCo Group) would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III). The Party obligated under the prior sentence is to make a payment in respect of such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo or as a distribution made by SpinCo to RemainCo, as the case may be, on the date of this Agreement.

Tax Benefits. The Parties intend that If an indemnification obligation of Parent or any Loss subject member of the Parent Group under Section 3(a) (or the adjustment giving rise to such indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (iobligation) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (ai) increased deductions, losses, or credits, or (bii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification NewCo or reimbursement (or to a any member of the RemainCo NewCo Group), that which would not, but for the Loss, after taking into account indemnification obligation (or the related adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation), be allowable, then, RemainCo then NewCo shall pay SpinCo Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification NewCo or reimbursement (or a any member of the RemainCo Group) NewCo Group would have been required to pay or and bear (or increases, in cash, the amount of a Refund to which the Person receiving the indemnification NewCo or reimbursement (or a any member of the RemainCo Group) NewCo Group would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement obligation (or adjustment giving rise to a such indemnification obligation). NewCo shall pay Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized. If an indemnification obligation of NewCo or any member of the SpinCo NewCo Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group), that which would not, but for the Loss, after taking into account indemnification obligation (or the related adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation), be allowable, then, SpinCo then Parent shall pay RemainCo NewCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification Parent or reimbursement (or a any member of the SpinCo Group) Parent Group would have been required to pay or and bear (or increases, in cash, the amount of a Refund Tax refund to which the Person receiving the indemnification Parent or reimbursement (or a any member of the SpinCo Group) Parent Group would have been entitled) but for such indemnification and reimbursement (and the related or adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation). The Party obligated under the prior sentence is to make a payment in respect of Parent shall pay NewCo for such Tax Benefit no later than five Business Days ten (10) days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo or as a distribution made by SpinCo to RemainCo, as the case may be, on the date of this Agreement.

Tax Benefits. The Parties intend that If an indemnification obligation of Parent or any Loss subject member of the Parent Group under Section 3(a) (or the adjustment giving rise to such indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (iobligation) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (ai) increased deductions, losses, or credits, or (bii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification Match or reimbursement (or to a any member of the RemainCo Match Group), that which would not, but for the Loss, after taking into account indemnification obligation (or the related adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation), be allowable, then, RemainCo then Match shall pay SpinCo Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification Match or reimbursement (or a any member of the RemainCo Group) Match Group would have been required to pay or and bear (or increases, in cash, the amount of a Tax Refund to which the Person receiving the indemnification Match or reimbursement (or a any member of the RemainCo Group) Match Group would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement obligation (or adjustment giving rise to a such indemnification obligation). Match shall pay Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized. If an indemnification obligation of Match or any member of the SpinCo Match Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group), that which would not, but for the Loss, after taking into account Tax which is the related subject of the indemnification and reimbursement under this Article IIIobligation (or the adjustment giving rise to such indemnification obligation), be allowable, then, SpinCo then Parent shall pay RemainCo Match the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification Parent or reimbursement (or a any member of the SpinCo Group) Parent Group would have been required to pay or and bear (or increases, in cash, the amount of a Refund Tax refund to which the Person receiving the indemnification Parent or reimbursement (or a any member of the SpinCo Group) Parent Group would have been entitled) but for such indemnification and reimbursement (and the related or adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation). The Party obligated under the prior sentence is to make a payment in respect of Match shall pay Parent for such Tax Benefit no later than five Business Days ten (10) days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo or as a distribution made by SpinCo to RemainCo, as the case may be, on the date of this Agreement.

Tax Benefits. The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (i) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (a) increased deductionsExcept as set forth below, lossesParent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Parent is liable hereunder, Xxxx shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Xxxx is liable hereunder, and a Company receiving a refund to which another Company is entitled hereunder, in whole or creditsin part, shall pay over such refund (or portion thereof) to such other Company within 30 days after such refund is received. (b) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification or reimbursement (or to If a member of the RemainCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, RemainCo shall pay SpinCo the amount by which such Xxxx Group actually realizes in cash any Tax Benefit actually reduces, in cash, the amount as a result of Tax an adjustment pursuant to a Final Determination that the Person receiving the indemnification or reimbursement (or increases Taxes for which a member of the RemainCo Group) would have been required to pay or bear Parent Group is liable hereunder (or increases, in cash, the amount reduces any Tax Attribute of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the RemainCo Parent Group) and such Tax Benefit would not have been entitled) arisen but for such indemnification adjustment (determined on a “with and reimbursement (and the related indemnification and reimbursement under this Article IIIwithout” basis), and (ii) or if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement (or to a member of the SpinCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, SpinCo shall pay RemainCo the amount by which such Parent Group actually realizes in cash any Tax Benefit actually reduces, in cash, the amount as a result of Tax an adjustment pursuant to a Final Determination that the Person receiving the indemnification or reimbursement (or increases Taxes for which a member of the SpinCo Group) would have been required to pay or bear Xxxx Group is liable hereunder (or increases, in cash, the amount reduces any Tax Attribute of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the SpinCo Xxxx Group) and such Tax Benefit would not have been entitled) arisen but for such indemnification adjustment (determined on a “with and reimbursement (and the related indemnification and reimbursement under this Article IIIwithout” basis). The Party obligated under the prior sentence is to make a payment in respect of such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo Xxxx or as a distribution made by SpinCo to RemainCoParent, as the case may be, on shall make a payment to either Parent or Xxxx, as appropriate, within 30 days following such actual realization of the date Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member of the Xxxx Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or Xxxx (if a member of the Xxxx Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or Xxxx pursuant to this AgreementSection 6. In the event that Parent or Xxxx disagrees with any such calculation described in this Section 6.01(c), Parent or Xxxx shall so notify the other Company in writing within 15 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and Xxxx shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with the disagreement resolution provisions of Section 13 as promptly as practicable. To the extent the amount payable determined pursuant to this Section 6.01(c) differs from the amount paid pursuant to Section 6.01(b), an appropriate adjusting payment shall be made promptly.

Tax Benefits. The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (i) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (a) increased deductionsExcept as set forth below, lossesNTELOS shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which NTELOS is liable hereunder, or credits, or Wireline shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Wireline is liable hereunder and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within 30 days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over). (b) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification or reimbursement (or to If a member of the RemainCo GroupWireline Group actually realizes in cash any Tax Benefit as a result of an adjustment (other than an adjustment set forth in Schedule 6.01(b), that would not, but as) pursuant to a Final Determination to any Taxes for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, RemainCo shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the RemainCo Group) would have been required to pay or bear NTELOS Group is liable hereunder (or increases, in cash, the amount any Tax Attribute of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the RemainCo NTELOS Group) and such Tax Benefit would not have been entitled) arisen but for such indemnification adjustment (determined on a “with and reimbursement (and the related indemnification and reimbursement under this Article IIIwithout” basis), and (ii) or if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement (or to a member of the SpinCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, SpinCo shall pay RemainCo the amount by which such NTELOS Group actually realizes in cash any Tax Benefit actually reduces, as a result of an adjustment (other than an adjustment set forth in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or Schedule 6.01(b) ) pursuant to a Final Determination to any Taxes for which a member of the SpinCo Group) would have been required to pay or bear Wireline Group is liable hereunder (or increases, in cash, the amount any Tax Attribute of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the SpinCo Wireline Group) and such Tax Benefit would not have been entitled) arisen but for such indemnification adjustment (determined on a “with and reimbursement (and the related indemnification and reimbursement under this Article IIIwithout” basis). The Party obligated under the prior sentence is to make a payment in respect of such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo Wireline or as a distribution made by SpinCo to RemainCoNTELOS, as the case may be, shall make a payment to either NTELOS or Wireline, as appropriate, within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this AgreementSection 6.01(b). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the NTELOS Group or a member of the Wireline Group, NTELOS (if a member of the NTELOS Group actually realizes such Tax Benefit) or Wireline (if a member of the Wireline Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by NTELOS or Wireline pursuant to this Section 6. In the event that NTELOS or Wireline disagrees with any such calculation described in this Section 6.01(c), NTELOS or Wireline shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). NTELOS and Wireline shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable. (d) Wireline shall be entitled to any refund that is attributable to, and would not have arisen but for, a Wireline Carryback pursuant to the proviso set forth in Section 4.07. Any such payment of such refund made by NTELOS to Wireline pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a NTELOS Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which Wireline is entitled, and an appropriate adjusting payment shall be made by Wireline to NTELOS such that the aggregate amounts paid pursuant to this Section 6.01(d) equals such recalculated amount (with interest computed at the Prime Rate).

Tax Benefits. The Parties intend that If an indemnification obligation of Parent or any Loss subject member of the Parent Group under Section 3(a) (or the adjustment giving rise to such indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (iobligation) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (ai) increased deductions, losses, or credits, or (bii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification Match or reimbursement (or to a any member of the RemainCo Match Group), that which would not, but for the Loss, after taking into account indemnification obligation (or the related adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation), be allowable, then, RemainCo then Match shall pay SpinCo Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification Match or reimbursement (or a any member of the RemainCo Group) Match Group would have been required to pay or and bear (or increases, in cash, the amount of a Tax Refund to which the Person receiving the indemnification Match or reimbursement (or a any member of the RemainCo Group) Match Group would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement obligation (or adjustment giving rise to a such indemnification obligation). Match shall pay Parent for such Tax Benefit no later than [ten (10) days] after such Tax Benefit is Actually Realized. If an indemnification obligation of Match or any member of the SpinCo Match Group under Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group), that which would not, but for the Loss, after taking into account Tax which is the related subject of the indemnification and reimbursement under this Article IIIobligation (or the adjustment giving rise to such indemnification obligation), be allowable, then, SpinCo then Parent shall pay RemainCo Match the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification Parent or reimbursement (or a any member of the SpinCo Group) Parent Group would have been required to pay or and bear (or increases, in cash, the amount of a Refund Tax refund to which the Person receiving the indemnification Parent or reimbursement (or a any member of the SpinCo Group) Parent Group would have been entitled) but for such indemnification and reimbursement (and the related or adjustment giving rise to such indemnification and reimbursement under this Article IIIobligation). The Party obligated under the prior sentence is to make a payment in respect of Match shall pay Parent for such Tax Benefit no later than five Business Days [ten (10)] days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo or as a distribution made by SpinCo to RemainCo, as the case may be, on the date of this Agreement.

Tax Benefits. (a) Parent agrees to pay to Seller any Tax benefit received by any Transferred Subsidiary, Parent or any Affiliate of Parent from the use in any Pre-Closing Tax Period of any Tax Asset of any Transferred Subsidiary from a Pre-Closing Tax Period, except to the extent such Tax benefit was taken into account in calculating Modified Net Working Capital Value. The Parties intend amount of such benefit shall be considered equal to the excess of (i) the amount of Taxes that would have been payable (or of the Tax refund, offset or other reduction in Tax liability actually receivable) by any Loss subject of the Transferred Subsidiaries, Parent or any Affiliate of Parent in the absence thereof over (ii) the amount of Taxes actually payable (or of the Tax refund, offset or other reduction in Tax liability that would have been receivable in the absence thereof) by any of the Transferred Subsidiaries, Parent or any Affiliate of Parent, and net of any fees, expenses, costs or Income Taxes imposed thereon. Payment of the amount of such benefit shall be made within 90 days of the filing of the applicable Tax Return for the taxable year in which the Tax Asset is utilized. If, subsequent to indemnification the payment by Parent to Seller of any such amount, there shall be (A) a Final Determination which results in a disallowance or reimbursement a reduction of the Tax Asset or (B) a reduction in the amount of the benefit realized by any Transferred Subsidiary, Parent or any Affiliate of Parent from such Tax Asset as a result of a Final Determination (or, if later, within 90 days of notification to Buyer of such event), Seller shall repay to Parent, within 90 days of such event described in (A) or (B), any amount which would not have been payable to Seller pursuant to this Article III will be net Section 8.08 had the amount of Taxes. Accordingly, (i) if the Person receiving benefit been determined in light of the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (a) increased deductions, losses, or credits, or events. (b) decreases Parent agrees to file Tax Returns (including amended Tax Returns and claims for Tax refunds) reflecting the benefits to which they are entitled from the Tax Assets described in income, gains or recapture of Tax credits (“Tax Benefits”) this Section 8.08 to the Person receiving the indemnification maximum extent possible. (c) Parent, any affiliate of Parent, or reimbursement (any Transferred Subsidiary shall have no obligation to compensate Seller or to a member any of the RemainCo Group), that would not, but its Affiliates for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, RemainCo shall pay SpinCo the amount by which such use in any Post-Closing Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the RemainCo Group) would have been required to pay or bear (or increases, in cash, the amount Period of a Refund to which carryforward of any Tax Assets of any Transferred Subsidiary from a Pre-Closing Tax Period or for any tax assets arising from the Person receiving the indemnification or reimbursement (or a member making of the RemainCo Groupany Section 338(h)(10) would have been entitled) but elections for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article IIIany 338(h)(10), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement (or to a member of the SpinCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, SpinCo shall pay RemainCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the SpinCo Group) would have been required to pay or bear (or increases, in cash, the amount of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the SpinCo Group) would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III). The Party obligated under the prior sentence is to make a payment in respect of such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized. Except with respect to any indemnity payment for Losses relating to a breach of the Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as a capital contribution made by RemainCo to SpinCo or as a distribution made by SpinCo to RemainCo, as the case may be, on the date of this Agreement.