Common use of Tax Sharing Payments Clause in Contracts

Tax Sharing Payments. (a) If any Genworth Company (other than any Genworth Company that is a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(a), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing as of the date of this Agreement (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B)). (b) Notwithstanding Section 7(a), if any Genworth Company (other than any Genworth Company that was a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date), and if any adjustment is made, as the result of any amended return, audit, or otherwise, to any income, deduction, or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) in accordance with existing tax sharing practices as of the date of this Agreement (as determined in the reasonable discretion of GE). Such payment will be made in immediately available funds within 30 days after such adjustment becomes final together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such payment will be made together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made. (c) Genworth will make estimated payments with respect to all amounts due pursuant to Section 5(a) in a manner consistent with the principles of Section 6655 of the Code. At least three business days prior to the date on which GE intends to file the GE Consolidated Return for such Taxable Year (but in no event prior to the fifth day after Genworth receives notice of such intention), Genworth will pay to GE any excess of (1) the amount due under Section 5(a) in respect of such Genworth Company for such Taxable Year, over (2) the amount of such estimated payments for such Taxable Year, or GE will pay to Genworth an amount equal to any excess of the amount described in subparagraph (2) over the amount described in subparagraph (1). Any such payment will be made in immediately available funds together with interest at the Section 12 Rate from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date on which such payment is actually made. (d) Nothing in this Section 5 will require Genworth to make any payment to GE (or GE to make any payment to Genworth) that would duplicate any amount previously paid in accordance with existing tax sharing practices. (e) The provisions of Section 5(a), (b), (c), and (d) will apply, mutatis mutandis, with respect to any Genworth Company included in any GE Combined Return.

Tax Sharing Payments. (a) If Notwithstanding anything to the contrary contained herein, as of the date hereof, (i) Seller shall, and shall cause its Affiliates (including the Acquired Companies) to, take such actions as may be necessary to terminate all contracts and agreements between the Acquired Companies, on the one hand, and Seller or any Genworth Company Affiliate of Seller (other than the Acquired Companies), on the other hand, relating to Tax allocation, sharing or paying agreements (including the Tax Sharing Agreement), and none of Seller or its Affiliates shall have any continuing obligation to the Acquired Companies (or vice versa) under the Tax Sharing Agreement after the date hereof (other than any Genworth Company that is a party such obligations pursuant to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(athis Agreement), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing . Such termination shall be effective as of the date of this Agreement (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B))Accounts Date. (b) Notwithstanding Section 7(a), if any Genworth Company (other than any Genworth Company that was a party anything to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date)contrary contained herein, and if any adjustment is madenotwithstanding the termination of the Tax Sharing Agreement, as the result of any amended return, audit, or otherwise, to any income, deduction, or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) in accordance with existing tax sharing practices as of the date hereof, each of this Seller, HFSG and the Acquired Companies shall make such payments as would have been required with respect to any period from the Accounts Date to and including the Closing Date with respect to the Acquired Companies as if the terms of the Tax Sharing Agreement were continued in accordance with past practice except that: (as i) with respect to the federal Taxable year of the Acquired Companies ending on December 31, 2016, Seller and the Acquired Companies have made or will make the payments set forth on Schedule 10.05(b)(i) after the Accounts Date; (ii) with respect to Taxable years or periods beginning after the Accounts Date, payments in respect of federal income Taxes shall be determined in accordance with the reasonable discretion definition of GEDeemed Tax Liability, but determined without regard to the clause (c) of the definition thereof, taking into account payments made under the Tax Sharing Agreement for such periods prior to the date hereof and the payments set forth on Schedule 10.05(b)(i) (which the parties acknowledge and agree were not made in accordance with the definition of Deemed Tax Liability). Such payment will ; (iii) any payments required to be made by an Acquired Company shall be made without reduction for any payment required to be made to such Acquired Company; (iv) no payments shall be made to an Acquired Company by Seller or its Affiliates (other than the Acquired Companies); (v) in immediately available funds within 30 days after the event and to the extent an Acquired Company recognizes a Tax Attribute for a period between the Accounts Date and the Closing Date taken into account in determining Deemed Tax Liability, Deemed Tax Liability shall be calculated as if such adjustment becomes final together with interest at amount of such Tax Attribute can be carried over or back to other periods for which Deemed Tax Liability is calculated and paid pursuant to this Section 10.05; and (vi) following the rate applicable finalization of any pro forma Tax Return pursuant to underpayments Section 10.02(a)(iv), Seller or overpayments of Taxthe Acquired Companies, as the case may be, from taking into account payments listed on Schedule 10.05(b)(i) as appropriate, shall pay such amounts so that the total amount paid with respect to the Taxable year or period covered by such Tax Return pursuant to this Section 10.05 is consistent with the calculations set forth on such pro forma Tax Return and the related calculation of Deemed Tax Liability. For the avoidance of doubt, (but not includingA) any reduction in Deemed Tax Liability pursuant to clause (c) shall be taken into account only once, and shall be reflected in the payments made under this Section 10.05(b)(vi) with respect to the taxable year or period of Seller that includes the Closing Date and (B) the due date provisions of Section 10.05(b) shall be interpreted so that the total net amount borne by the Acquired Companies between the Accounts Date and the Closing Date in respect of federal income Taxes is equal to the amount described in clause (without extensionsb) of the GE Consolidated Return definition of “Deemed Tax Liability” for such Taxable Year period. (vii) Schedule 10.05(b)(vii) sets forth Seller’s good faith calculations of the payments to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such payment will be made together with interest at under this Section 10.05(b) (other than following the rate applicable to underpayments or overpayments finalization of Tax, as the case may be, from (but not including) the date on which the relevant pro forma Tax Return is filed for such subsequent Taxable Year pursuant to clause (and including) the date such payment is actually madevi)). (c) Genworth will On or prior to the Closing, Seller, its Affiliates, and the Acquired Companies shall make estimated the payments with respect to all amounts due pursuant to Section 5(aset forth on Schedule 10.05(c) in a manner consistent with (such payments, the principles of Section 6655 of the Code“Closing True-Up Payments”). At least three business days ten (10) Business Days prior to the date on which GE intends Closing Date, Seller shall deliver to file the GE Consolidated Return for such Taxable Year (but in no event prior to the fifth day after Genworth receives notice of such intentionBuyer Schedule 10.05(c), Genworth will pay which shall set forth Seller’s determination of certain payments required to GE any excess of (1) be made among Seller, its Affiliates and the amount due under Section 5(a) Acquired Companies in respect of such Genworth Company for such Taxable Year, over (2) Tax Attributes and other Tax matters. In no event will the amount of such estimated payments for such Taxable Year, or GE will pay to Genworth an amount equal to any excess of the amount described in subparagraph (2) over the amount described in subparagraph (1). Any such payment will Acquired Companies be made in immediately available funds together with interest at the Section 12 Rate from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date on which such payment is actually made. (d) Nothing in this Section 5 will require Genworth required to make any payment a net positive Closing True-Up Payment to GE (or GE to make any payment to Genworth) that would duplicate any amount previously paid in accordance with existing tax sharing practicesSeller and its Affiliates. (e) The provisions of Section 5(a), (b), (c), and (d) will apply, mutatis mutandis, with respect to any Genworth Company included in any GE Combined Return.

Tax Sharing Payments. For each Post-Closing Period in which any member of an Affiliated Group files a Joint Return, Newco shall (ai) If any Genworth Company make Tax sharing payments to HEI (or such other than any Genworth Company that member of the Hallmark Group as is a party the common parent or comparable entity of the Affiliated Group) equal to the GEFAHI Tax Allocation Agreement or Taxes that the GECC Tax Allocation Agreement for such Taxable Year) is Newco Group Legal Entities included in the GE Consolidated Joint Return would have been required to pay if they filed a Separate Return with respect to the type of Tax and the jurisdiction of the Joint Return for any Taxable Year ending such Post-Closing Period and (ii) be entitled to Tax sharing payments from HEI (or such other member of the Hallmark Group as is the common parent or comparable entity of the Affiliated Group) equal to the Tax refunds to which the Newco Group Legal Entities included in the Joint Return would have been entitled if they had filed a Separate Return with respect to the type of Tax and the jurisdiction of the Joint Return for such Post-Closing Period. The Separate Return Tax payments and refunds of such Newco Group Legal Entities shall be based on such Legal Entities' income, gain, loss, deduction and credit for taxable periods (or portions thereof) beginning on or after December 31, 2003, then Genworth will make a tax sharing payment to GE the day following the Contribution Agreement Closing Date (or, notwithstanding Section 7(a), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing as of the date of this Agreement (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B)). (b) Notwithstanding Section 7(a), if any Genworth Company (other than any Genworth Company that was a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date), and if any adjustment is made, as the result of any amended return, audit, or otherwise, to any income, deduction, or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) in accordance with existing tax sharing practices as of the date of this Agreement (as determined in the reasonable discretion of GE). Such payment will be made in immediately available funds within 30 days after such adjustment becomes final together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results from an After-Acquired Subsidiary, the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such payment will be made together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) day following the date such Subsidiary is acquired), and (except in the case of an After-Acquired Subsidiary) such payments and refunds shall be calculated without regard to any carryforward of loss, deduction or credit from a Pre-Closing Period or utilization of loss, deduction or credit arising in a Pre-Closing Period. The Newco Group shall not be entitled to any payment is actually made. under this Section 3 (cnor shall any payment by Newco under this Section 3 be reduced) Genworth will to take account of any refund or credit of Taxes for any taxable period (or portion thereof) ending on or prior to the Contribution Agreement Closing Date arising from any Joint Return or to which the Newco Group would have been entitled if it had filed a Separate Return. The Newco Group shall not be required to make estimated any payment under this Section 3 for any Taxes for any taxable period (or portion thereof) ending on or prior to the Contribution Agreement Closing Date arising from any Joint Return. The Hallmark Group and the Newco Group shall make any Tax sharing payments with respect to all amounts due required pursuant to this Section 5(a) in a manner consistent with the principles of Section 6655 of the Code. At least three 3 no later than two business days prior to the date on which GE intends to file the GE Consolidated Return for such Taxable Year (but in no event prior to the fifth day after Genworth receives notice of such intention), Genworth will pay to GE any excess of (1) the amount due under Section 5(a) in respect of such Genworth Company for such Taxable Year, over (2) the amount of such estimated payments for such Taxable Year, or GE will pay to Genworth an amount equal to any excess of the amount described in subparagraph (2) over the amount described in subparagraph (1). Any such payment will be made in immediately available funds together with interest at the Section 12 Rate from (but not including) the due date (without including extensions) of any Joint Return of the GE Consolidated Return for such Taxable Year to (and including) the date on which such payment is actually madeAffiliated Group. (d) Nothing in this Section 5 will require Genworth to make any payment to GE (or GE to make any payment to Genworth) that would duplicate any amount previously paid in accordance with existing tax sharing practices. (e) The provisions of Section 5(a), (b), (c), and (d) will apply, mutatis mutandis, with respect to any Genworth Company included in any GE Combined Return.

Tax Sharing Payments. (a) If Notwithstanding anything to the contrary contained herein, as of the date hereof, (i) Seller shall, and shall cause its Affiliates (including the Company) to, take such actions as may be necessary to terminate all contracts and agreements between the Company, on the one hand, and Seller or any Genworth Affiliate of Seller (other than the Company), on the other hand, relating to Tax allocation, sharing or paying agreements (including the Tax Sharing Agreement), and none of Seller or its Affiliates shall have any continuing obligation to the Company (or vice versa) under the Tax Sharing Agreement after the date hereof (other than any Genworth Company that is a party such obligations pursuant to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(athis Agreement), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing . Such termination shall be effective as of the date of this Agreement (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B))Accounts Date. (b) Notwithstanding Section 7(a), if any Genworth Company (other than any Genworth Company that was a party anything to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date)contrary contained herein, and if any adjustment is madenotwithstanding the termination of the Tax Sharing Agreement, as the result of any amended return, audit, or otherwise, to any income, deduction, or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) in accordance with existing tax sharing practices as of the date hereof, each of this Agreement (Seller and the Company shall make such payments as determined in the reasonable discretion of GE). Such payment will be made in immediately available funds within 30 days after such adjustment becomes final together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such payment will be made together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made. (c) Genworth will make estimated payments would have been required with respect to all amounts due any period from the Accounts Date to and including the Closing Date with respect to the Company as if the terms of the Tax Sharing Agreement were continued in accordance with past practice except that: (i) no Taxes will be payable by or to the Company with respect to any Taxable year or period ending on or before the Accounts Date, but any refunds received shall be apportioned in accordance with Section 10.01(a); (ii) with respect to Taxable years or periods beginning after the Accounts Date, payments in respect of federal income Taxes shall be determined in accordance with the definition of Deemed Tax Liability (and, for the avoidance of doubt, in no event shall such payments exceed the Deemed Tax Liability); (iii) payment shall be made to the Company by Seller or its Affiliates (other than the Company) in the event that a deduction, loss or credit attributable to the Company and arising in a Post-Accounts Date Taxable Period is actually used by a member of the Seller’s Group (other than the Company); and (iv) following the finalization of any pro forma Tax Return pursuant to Section 5(a) in a manner 10.02(a)(iii), Seller or the Company, as appropriate, shall pay such amounts (determined consistent with the principles of Section 6655 of the Code. At least three business days prior to the date on which GE intends to file the GE Consolidated Return for such Taxable Year clauses (but in no event prior to the fifth day after Genworth receives notice of such intention), Genworth will pay to GE any excess of (1ii) the amount due under Section 5(a) in respect of such Genworth Company for such Taxable Year, over (2) the amount of such estimated payments for such Taxable Year, or GE will pay to Genworth an amount equal to any excess of the amount described in subparagraph (2) over the amount described in subparagraph (1). Any such payment will be made in immediately available funds together with interest at the Section 12 Rate from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date on which such payment is actually made. (d) Nothing in this Section 5 will require Genworth to make any payment to GE (or GE to make any payment to Genworth) that would duplicate any amount previously paid in accordance with existing tax sharing practices. (e) The provisions of Section 5(a), (b), (c), and (diii) will apply, mutatis mutandis, above) so that the total amount paid with respect to any Genworth Company included in any GE Combined the Taxable year or period covered by such Tax Return pursuant to this Section 10.05 is consistent with the calculations set forth on such pro forma Tax Return.

Tax Sharing Payments. (a) If any Genworth Company (other than any Genworth Company that is a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(a), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing as of the date of this Agreement May 24, 2004 (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B)). (b) Notwithstanding Section 7(a), if any Genworth Company (other than any Genworth Company that was a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date), and if any adjustment is made, as the result of any amended return, audit, or otherwise, to any income, deduction, or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) in accordance with existing tax sharing practices as of the date of this Agreement May 24, 2004 (as determined in the reasonable discretion of GE)) ; provided, however, that no amount will be payable by or to any Genworth Company pursuant to such existing tax sharing practices in respect of any adjustment, as a result of an amended return, audit or otherwise, at any time from and after the date of this Agreement, to the federal income tax treatment to any Genworth Company of any Reinsurance Transaction to the extent (but only to the extent) there is a corresponding and related offsetting adjustment to UFLIC. Such payment will be made in immediately available funds within 30 days after such adjustment becomes final together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such payment will be made together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made. (c) Genworth will make estimated payments with respect to all amounts due pursuant to Section 5(a) in a manner consistent with the principles of Section 6655 of the Code. At least three business days prior to the date on which GE intends to file the GE Consolidated Return for such Taxable Year (but in no event prior to the fifth day after Genworth receives notice of such intention), Genworth will pay to GE any excess of (1) the amount due under Section 5(a) in respect of such Genworth Company for such Taxable Year, over (2) the amount of such estimated payments for such Taxable Year, or GE will pay to Genworth an amount equal to any excess of the amount described in subparagraph (2) over the amount described in subparagraph (1). Any such payment will be made in immediately available funds together with interest at the Section 12 Rate from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date on which such payment is actually made. (d) Nothing in this Section 5 will require Genworth to make any payment to GE (or GE to make any payment to Genworth) that would duplicate any amount previously paid in accordance with existing tax sharing practices. (e) The provisions of Section 5(a), (b), (c), and (d) will apply, mutatis mutandis, with respect to any Genworth Company included in any GE Combined Return.over

Tax Sharing Payments. (a) If any Genworth Company Each Member shall pay Parent, or otherwise account to Parent for, its Separate Return Tax Liability (other if greater than any Genworth Company that is a party zero) determined under Section 2(c) of this Agreement. Parent shall pay to each Member with Tax Attributes used by the EMC Consolidated Group during the taxable year, or otherwise account to such Member for, such Member's allocable share of the tax benefit to the GEFAHI EMC Consolidated Group of the utilization of such Tax Allocation Agreement or the GECC Attributes. Such tax benefit shall be determined on a marginal tax basis (calculating consolidated tax liability with and without use of such Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(aAttributes), GE will make and allocated to each Member whose Tax Attributes are used by the EMC Consolidated Group during the taxable year pursuant to a tax sharing payment consistent method which reasonably reflects the utilization of such Tax Attributes (such consistency and allocation to Genworth) be determined by Parent). Payments for such Taxable Year determined in a manner consistent with tax sharing practices existing as of these allocable shares are to be made no later than ten days after the date of this Agreement (filing of the consolidated Federal income tax return for such taxable year, except as determined in may otherwise be agreed to by Parent and the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B))appropriate Member. (b) Notwithstanding Section 7(a)Parent shall have the right to assess Members their share of estimated tax payments to be made on the projected consolidated Federal income tax liability for each year. Payment to Parent shall be made ten days after such assessment, if any Genworth Company (other than any Genworth Company that was a party except as may otherwise be agreed to by Parent and the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement appropriate Member. Such Member will receive credit for such Taxable Year) is included prepayments in the GE year-end computation under Paragraph (a) of this Section 3. (c) If part or all of an unused consolidated Tax Attribute is allocated to a Member of the EMC Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date), and if any adjustment is made, as the result of any amended return, audit, Group pursuant to Treasury Regulation Section 1.1502-79 or otherwise, and it is carried back or forward to a year in which such Member filed or files a separate income tax return or a consolidated Federal income tax return with another Affiliated Group, any income, deduction, refund or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) reduction in accordance with existing tax sharing practices as of the date of this Agreement (as determined in the reasonable discretion of GE). Such payment will be made in immediately available funds within 30 days after such adjustment becomes final together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results liability arising from the carryback of or carryover shall be retained by such Member. (If such refund or reduction goes to some entity other than the Member, then such entity shall pay over such amount to the Member.) Notwithstanding the above, Parent shall determine whether an election shall be made not to carry back any consolidated net operating loss or other Tax Attribute from arising in a consolidated return year (including any subsequent Taxable Year, such payment will be made together with interest at the rate applicable portion allocated to underpayments or overpayments of Tax, as the case may be, from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made. (c) Genworth will make estimated payments with respect to all amounts due pursuant to a Member under Treasury Regulation Section 5(a1.1502-79) in a manner consistent accordance with the principles of Section 6655 of the Code. At least three business days prior to the date on which GE intends to file the GE Consolidated Return for such Taxable Year (but in no event prior to the fifth day after Genworth receives notice of such intention), Genworth will pay to GE any excess of (1) the amount due under Section 5(a) in respect of such Genworth Company for such Taxable Year, over (2) the amount of such estimated payments for such Taxable Year, or GE will pay to Genworth an amount equal to any excess of the amount described in subparagraph (2) over the amount described in subparagraph (1). Any such payment will be made in immediately available funds together with interest at the Section 12 Rate from (but not including) the due date (without extensions172(b)(3)(C) of the GE Consolidated Return for such Taxable Year to (and including) the date on which such payment is actually madeCode or other applicable provision. (d) Nothing in this Section 5 will require Genworth to make any payment to GE (or GE to make any payment to Genworth) that would duplicate any amount previously paid in accordance with existing tax sharing practices. (e) The provisions of Section 5(a), (b), (c), and (d) will apply, mutatis mutandis, with respect to any Genworth Company included in any GE Combined Return.