Common use of Tax Related Adjustments Clause in Contracts

Tax Related Adjustments. (a) AOL and WorldCom agree that any indemnity payment made under this Agreement shall be treated by the parties on their Tax Returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to (i) AOL (other than as an adjustment to the Purchase Price) or (ii) WorldCom, ANS or any ANS Entity, for federal income Tax purposes by the IRS, the indemnifying party shall indemnify the indemnified party for any additional federal income Taxes payable by the indemnified party by reason of the receipt or accrual of such indemnity payment (including any payments under this Section 6.3). (b) An indemnity payment otherwise due and payable hereunder shall be decreased (but not below zero) to the extent of any net actual reduction in federal income Tax liability that is actually realized by the indemnified party at the time of its payment of an indemnifiable loss. (c) Except as provided in Section 6.3(d), WorldCom shall pay to AOL, any refund of any Tax for which AOL is responsible under Section 6.2(a) other than as a result of a carryback of any credit or deduction from a taxable year ending after the Closing Date. WorldCom shall pay to AOL such refund (including interest received thereon) (reduced by any actual Tax increase or actual Tax detriment to WorldCom, ANS or any of the ANS Entities as a result of the receipt thereof, but increased by any actual Tax benefit resulting from such payment) promptly upon receipt thereof by the recipient thereof. WorldCom shall, if AOL requests, cause the relevant entity to file for and obtain any refunds or equivalent amounts to which AOL is entitled under this Section 6.3(c), and WorldCom shall permit AOL to principally control the prosecution of any such refund claim, provided, however, that WorldCom must consent to any such refund claim, which consent may not be unreasonably withheld, and that any such refund claim shall be at the sole expense of the AOL. (d) AOL agrees that to the extent that ANS or any of the ANS Entities realizes any Tax attribute after the Closing Date that either is required to be or optionally may be carried back to a taxable period ending on or prior to the Closing Date, AOL shall, at WorldCom's sole expense, permit such carryback, shall cooperate in the filing of any required returns or claims for refund and shall pay WorldCom any Tax refund received (including interest received thereon) (reduced by any actual Tax increase or Tax detriment to AOL as a result of the receipt thereof but incurred by any actual Tax benefit resulting from such payment) or the amount of any reduction in Taxes so obtained by the Seller Group (as hereinafter defined); provided, however, in the event that any Tax attribute generated after the Closing Date by WorldCom, ANS or any ANS Entity or any member of any affiliated group (or other group filing on a combined basis) of which any thereof is a member (any of the foregoing being referred to herein as a "Buyer Group Member") is carried back to a taxable year (or portion thereof) of AOL's affiliated group (or other group filing on a combined basis of which ANS or any of the ANS Entities is a member) (the "Seller Group") that ended on or prior to the Closing Date and, as a result of such carryback, any Tax attribute generated by the Seller Group (whether in the same year or in a prior or subsequent year) is not capable of being carried back or forward to the same extent it would have been had no such Buyer Group carryback occurred, such refund to WorldCom shall be reduced by an amount sufficient to place the Seller Group in the same position as it would have been in if no such carryback occurred (except that AOL shall pay WorldCom (when and as actually realized) any refund of Taxes or actual reduction of Taxes otherwise payable by the Seller Group that is subsequently realized by the Seller Group as a result of the Seller Group's use of any Tax attributes that would otherwise have been utilized by the Seller Group earlier had the Tax attribute of WorldCom, ANS or any ANS Entity (or any other Buyer Group Member) not been so carried back.

Tax Related Adjustments. (a) AOL and WorldCom agree that If Buyer or any indemnity payment made of its Affiliates (including, with respect to taxable periods (or portions thereof) after the Closing Date, the RLH Companies) realizes during any taxable period a Tax benefit which is attributable to any liability for Taxes (or the adjustment or other event or circumstance giving rise thereto) for which Buyer has been indemnified under this Agreement shall be treated by the parties on their Tax Returns as an adjustment Section 6.2(a) or for which Seller is otherwise responsible pursuant to the Purchase Price. Ifterms of this Agreement, notwithstanding such treatment by Buyer shall pay to Seller the parties, any indemnity payment is determined to be taxable to (i) AOL (other than as an adjustment to the Purchase Price) or (ii) WorldCom, ANS or any ANS Entity, for federal income Tax purposes by the IRS, the indemnifying party shall indemnify the indemnified party for any additional federal income Taxes payable by the indemnified party by reason of the receipt or accrual amount of such indemnity net Tax benefit. Any payment (including any payments due under this Section 6.3)6.5 shall be made within five Business Days from the date a refund of Taxes is received or actual reduction in Taxes or other net Tax benefit is realized by Buyer. (b) An indemnity payment otherwise due and payable hereunder shall be decreased (but not below zero) to the extent of any net actual reduction in federal income Tax liability that is actually realized by the indemnified party at the time of its payment of an indemnifiable loss. (c) Except as provided in Section 6.3(d)6.5(c) and SCHEDULE 6.5 concerning tax assets shown on the Adjusted Balance Sheet, WorldCom Buyer shall pay to AOL, Seller any refund of Taxes received or amount of actual reduction in Taxes realized (or portion of either thereof) after the Closing Date by Buyer or any Tax for which AOL is responsible under Section 6.2(aof its Affiliates (including the RLH Companies) other than as a result relating to Taxes imposed on or with respect to Seller or any of a carryback of its Affiliates (including the RLH Companies) with respect to any credit taxable period (or deduction from a taxable year portion thereof) ending after on or prior to the Closing Date. WorldCom Buyer shall pay to AOL Seller such refund owed hereunder (including interest received thereon) (reduced by or the amount of any actual Tax increase or actual Tax detriment to WorldCom, ANS or any of the ANS Entities as a result of the receipt thereof, but increased by any actual Tax benefit resulting from such payment) reduction in Taxes owed hereunder promptly upon receipt thereof by the recipient thereof. WorldCom Buyer shall, if AOL requestsSeller requests and at Seller's sole cost, cause the relevant entity to file for and obtain any refunds or equivalent amounts to which AOL Seller is entitled under this Section 6.3(c6.5(b), and WorldCom shall permit AOL to principally control the prosecution of any such refund claim, provided, however, that WorldCom must consent to any such refund claim, which consent may not be unreasonably withheld, and that any such refund claim shall be at the sole expense of the AOL. (dc) AOL Buyer agrees that it shall not cause or permit any RLH Company to the extent that ANS or any of the ANS Entities realizes any Tax attribute after the Closing Date that either is required to be or optionally may be carried carry back to a any taxable period ending on or prior to the Closing DateDate any net operating loss, AOL shallloss from operations or other Tax attribute as to which an election may be made, at WorldCom's sole expenseand pursuant to the foregoing, permit Buyer agrees not to make or cause to be made such carryback, shall cooperate in the filing of election (and all similar elections) and further agrees that Seller has no obligation under this Agreement to return or remit any required returns refund or claims for refund and shall pay WorldCom any Tax refund received (including interest received thereon) (reduced by any actual Tax increase or Tax detriment to AOL as a result of the receipt thereof but incurred by any actual other Tax benefit resulting from such payment) or the amount of any reduction in Taxes so obtained attributable to a breach by the Seller Group (as hereinafter defined); provided, however, in the event that any Tax attribute generated after the Closing Date by WorldCom, ANS or any ANS Entity or any member of any affiliated group (or other group filing on a combined basis) of which any thereof is a member (any Buyer of the foregoing being referred to herein as a "Buyer Group Member") is carried back to a taxable year (or portion thereof) of AOL's affiliated group (or other group filing on a combined basis of which ANS or any of the ANS Entities is a member) (the "Seller Group") that ended on or prior to the Closing Date and, as a result of such carryback, any Tax attribute generated by the Seller Group (whether in the same year or in a prior or subsequent year) is not capable of being carried back or forward to the same extent it would have been had no such Buyer Group carryback occurred, such refund to WorldCom shall be reduced by an amount sufficient to place the Seller Group in the same position as it would have been in if no such carryback occurred (except that AOL shall pay WorldCom (when and as actually realized) any refund of Taxes or actual reduction of Taxes otherwise payable by the Seller Group that is subsequently realized by the Seller Group as a result of the Seller Group's use of any Tax attributes that would otherwise have been utilized by the Seller Group earlier had the Tax attribute of WorldCom, ANS or any ANS Entity (or any other Buyer Group Member) not been so carried backundertaking.

Tax Related Adjustments. (a) AOL H&R Block and WorldCom agree that any indemnity payment made under this Agreement shall be treated by the parties on their Tax Returns as an adjustment to the Purchase PriceExchange Ratio. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to (i) AOL H&R Block (other than as an adjustment to the Purchase PriceExchange Ratio) or (ii) WorldCom, ANS WAC, CompuServe or any ANS CompuServe Entity, for federal income Tax purposes by the IRS, the indemnifying party shall indemnify the indemnified party for any additional federal income Taxes payable by the indemnified party by reason of the receipt or accrual of such indemnity payment (including any payments under this Section 6.39.3). (b) An indemnity payment otherwise due and payable hereunder shall be decreased (but not below zero) to the extent of any net actual reduction in federal income Tax liability that is actually realized by the indemnified party at the time of its payment of an indemnifiable loss. (c) Except as provided in Section 6.3(d), WorldCom shall pay to AOLH&R Block, any refund of any Tax for which AOL H&R Block is responsible under Section 6.2(a9.2(a) other than as a result of a carryback of any credit or deduction from a taxable year ending after the Closing Date. WorldCom shall pay to AOL H&R Block such refund (including interest received thereon) (reduced by any actual Tax increase or actual Tax detriment to WorldCom, ANS WAC, CompuServe or any of the ANS CompuServe Entities as a result of the receipt thereof, but increased by any actual Tax benefit resulting from such payment) promptly upon receipt thereof by the recipient thereof. WorldCom shall, if AOL H&R Block requests, cause the relevant entity to file for and obtain any refunds or equivalent amounts to which AOL H&R Block is entitled under this Section 6.3(c9.3(c), and WorldCom shall permit AOL H&R Block to principally control the prosecution of any such refund claim, provided, however, that WorldCom must consent to any such refund claim, which consent may not be unreasonably withheld, and that any such refund claim shall be at the sole expense of the AOLH&R Block. (d) AOL agrees that to the extent that ANS or any of the ANS Entities realizes any Tax attribute after the Closing Date that either is required to be or optionally may be carried back to a taxable period ending on or prior to the Closing Date, AOL shall, at WorldCom's sole expense, permit such carryback, shall cooperate in the filing of any required returns or claims for refund and shall pay WorldCom any Tax refund received (including interest received thereon) (reduced by any actual Tax increase or Tax detriment to AOL as a result of the receipt thereof but incurred by any actual Tax benefit resulting from such payment) or the amount of any reduction in Taxes so obtained by the Seller Group (as hereinafter defined); provided, however, in the event that any Tax attribute generated after the Closing Date by WorldCom, ANS or any ANS Entity or any member of any affiliated group (or other group filing on a combined basis) of which any thereof is a member (any of the foregoing being referred to herein as a "Buyer Group Member") is carried back to a taxable year (or portion thereof) of AOL's affiliated group (or other group filing on a combined basis of which ANS or any of the ANS Entities is a member) (the "Seller Group") that ended on or prior to the Closing Date and, as a result of such carryback, any Tax attribute generated by the Seller Group (whether in the same year or in a prior or subsequent year) is not capable of being carried back or forward to the same extent it would have been had no such Buyer Group carryback occurred, such refund to WorldCom shall be reduced by an amount sufficient to place the Seller Group in the same position as it would have been in if no such carryback occurred (except that AOL shall pay WorldCom (when and as actually realized) any refund of Taxes or actual reduction of Taxes otherwise payable by the Seller Group that is subsequently realized by the Seller Group as a result of the Seller Group's use of any Tax attributes that would otherwise have been utilized by the Seller Group earlier had the Tax attribute of WorldCom, ANS or any ANS Entity (or any other Buyer Group Member) not been so carried back.