Common use of Tax Treatment of Payments Paid Pursuant to the EMA Clause in Contracts

Tax Treatment of Payments Paid Pursuant to the EMA. Any Federal, state and local income tax deduction arising as a result of amounts paid pursuant to the EMA shall be claimed (if and when permitted by applicable law) by the Company (or its applicable Affiliate) that pays such amount in the first instance; provided, however, that with respect to amounts (i) for which reimbursement is paid pursuant to Article XV of the EMA, such deduction shall be claimed (if and when permitted by applicable law) by the Company that pays such reimbursement, (ii) settled pursuant to Article VIII of the EMA, such deduction shall be claimed by TWX or (iii) settled pursuant to Article XII of the EMA, such deduction shall be claimed by TWX; provided, however, that if a deduction claimed by TWX pursuant to this Section 3.06(iii) is disallowed by a Taxing Authority for any reason, AOL shall amend its applicable tax return to claim such deduction and shall pay to TWX an amount equal to the tax benefit actually realized by AOL resulting from such deduction.