Common use of Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions Clause in Contracts

Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions. (a) If an audit or other examination of any federal, state or local Tax Return (x) for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or (y) for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Deduction in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or if any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof is made by D&B, then: (i) D&B shall notify ACNielsen or Cognizant, as the case may be, and shall provide ACNielsen or Cognizant with adequate information so that it can reflect on the appropriate Tax Returns any resulting increases in deductions, losses or Tax credits or decreases in income, gains or recapture of Tax credits; (ii) ACNielsen or Cognizant, as the case may be, shall pay D&B the amount of any Tax Benefit that results from such Timing Adjustment, Reorganization Tax Payment, or Deferred Compensation Deduction within 30 days of the date such Tax Benefits are realized; (iii) Notwithstanding the foregoing, ACNielsen or Cognizant, as the case may be, shall only be required to take steps to obtain such Tax Benefit or to pay D&B if, in the opinion of ACNielsen's or Cognizant's tax counsel, which counsel shall be reasonably acceptable to D&B, the reporting of such Tax Benefit shall not subject ACNielsen or Cognizant to the imposition of a penalty. (b) If any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the D&B Group or any member thereof is made by Cognizant, then: (i) Cognizant shall notify ACNielsen or D&B, as the case may be, and shall provide ACNielsen or D&B with adequate information so that it can reflect on the appropriate Tax Returns any resulting increases in deductions, losses or Tax credits or decreases in income, gains or recapture of Tax credits; (ii) ACNielsen or D&B, as the case may be, shall pay Cognizant the amount of any Tax Benefit that results from such Reorganization Tax Payment within 30 days of the date such Tax Benefits are realized. (iii) Notwithstanding the foregoing, ACNielsen or D&B, as the case may be, shall only be required to take steps to obtain such Tax Benefit or to pay Cognizant if, in the opinion of ACNielsen's or D&B's tax counsel, which counsel shall be reasonably acceptable to Cognizant, the reporting of such Tax Benefit shall not subject ACNielsen or D&B to the imposition of a penalty.

Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions. (a) If an audit or other examination of any federal, state or local Tax Return (x) for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or (y) for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Deduction in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or if any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof is made by D&B, then: (i) D&B shall notify ACNielsen or Cognizant, as the case may be, and shall provide ACNielsen or Cognizant with adequate information so that it can reflect on the appropriate Tax Returns any resulting increases in deductions, losses or Tax tax credits or decreases in income, gains or recapture of Tax tax credits; (ii) ACNielsen or Cognizant, as the case may be, shall pay D&B the amount of any Tax Benefit that results from such Timing Adjustment, Reorganization Tax Payment, or Deferred Compensation Deduction within 30 days of the date such Tax Benefits are realized; (iii) Notwithstanding the foregoing, ACNielsen or Cognizant, as the case may be, shall only be required to take steps to obtain such Tax Benefit or to pay D&B if, in the opinion of ACNielsen's or Cognizant's tax counsel, which counsel shall be reasonably acceptable to D&B, the reporting of such Tax Benefit shall not subject ACNielsen or Cognizant to the imposition of a penalty. (b) If any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the D&B Group or any member thereof is made by Cognizant, then: (i) Cognizant shall notify ACNielsen or D&B, as the case may be, and shall provide ACNielsen or D&B with adequate information so that it can reflect on the appropriate Tax Returns 15 15 any resulting increases in deductions, losses or Tax tax credits or decreases in income, gains or recapture of Tax tax credits; (ii) ACNielsen or D&B, as the case may be, shall pay Cognizant the amount of any Tax Benefit that results from such Reorganization Tax Payment within 30 days of the date such Tax Benefits are realized. (iii) Notwithstanding the foregoing, ACNielsen or D&B, as the case may be, shall only be required to take steps to obtain such Tax Benefit or to pay Cognizant if, in the opinion of ACNielsen's or D&B's tax counsel, which counsel shall be reasonably acceptable to Cognizant, the reporting of such Tax Benefit shall not subject ACNielsen or D&B to the imposition of a penalty.

Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions. (a) If an audit or other examination of any federal, state or local Tax Return (x) for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or (y) for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Deduction in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof, or if any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the Cognizant Group or any member thereof is made by D&B, then: (i) D&B shall notify ACNielsen or Cognizant, as the case may be, and shall provide ACNielsen or Cognizant with adequate information so that it can reflect on the 14 14 appropriate Tax Returns any resulting increases in deductions, losses or Tax credits or decreases in income, gains or recapture of Tax credits; (ii) ACNielsen or Cognizant, as the case may be, shall pay D&B the amount of any Tax Benefit that results from such Timing Adjustment, Reorganization Tax Payment, or Deferred Compensation Deduction within 30 days of the date such Tax Benefits are realized; (iii) Notwithstanding the foregoing, ACNielsen or Cognizant, as the case may be, shall only be required to take steps to obtain such Tax Benefit or to pay D&B if, in the opinion of ACNielsen's or Cognizant's tax counsel, which counsel shall be reasonably acceptable to D&B, the reporting of such Tax Benefit shall not subject ACNielsen or Cognizant to the imposition of a penalty. (b) If any Reorganization Tax Payment in favor of the ACNielsen Group or any member thereof or the D&B Group or any member thereof is made by Cognizant, then: (i) Cognizant shall notify ACNielsen or D&B, as the case may be, and shall provide ACNielsen or D&B with adequate information so that it can reflect on the appropriate Tax Returns any resulting increases in deductions, losses or Tax credits or decreases in income, gains or recapture of Tax credits; (ii) ACNielsen or D&B, as the case may be, shall pay Cognizant the amount of any Tax Benefit that results from such Reorganization Tax Payment within 30 days of the date such Tax Benefits are realized. (iii) Notwithstanding the foregoing, ACNielsen or D&B, as the case may be, shall only be required to take steps to obtain such Tax Benefit or to pay Cognizant if, in the opinion of ACNielsen's or D&B's tax counsel, which counsel shall be reasonably acceptable to Cognizant, the reporting of such Tax Benefit shall not subject ACNielsen or D&B to the imposition of a penalty.