Common use of Timing Differences and Reverse Timing Differences Clause in Contracts

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Group is liable hereunder (or Tax Attribute of a member of the OFC Group) a member of the Altisource Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) a member of the OFC Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), Altisource or OFC, as the case may be, shall make a payment to either OFC or Altisource, as appropriate, within 30 days following the date of a written notice and demand from OFC or Altisource, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 6.02(a). In the event that OFC or Altisource disagrees with any such calculation described in this Section 6.02(a), OFC or Altisource shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a). OFC and Altisource shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Group is liable hereunder (or Tax Attribute of a member of the OFC Group) (in such circumstance, OFC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b). No later than 30 days after a Tax Detriment described in this Section 6.02(b) is actually realized in cash by a member of the OFC Group or a member of the Altisource Group, OFC (if a member of the OFC Group actually realizes such Tax Detriment) or Altisource (if a member of the Altisource Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b). In the event that OFC or Altisource disagrees with any such calculation described in this Section 6.02(b), OFC or Altisource shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b). OFC and Altisource shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Altisource Group is liable hereunder (or Tax Attribute of a member of the OFC Altisource Group) a member of the Altisource AAMC Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource AAMC Group is liable hereunder (or Tax Attribute of a member of the Altisource AAMC Group) a member of the OFC Altisource Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), Altisource AAMC or OFCAltisource, as the case may be, shall make a payment to either OFC Altisource or AltisourceAAMC, as appropriate, within 30 days following the date of a written notice and demand from OFC Altisource or AltisourceAAMC, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(aSection (a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 6.02(a5.02(a). In the event that OFC Altisource or Altisource AAMC disagrees with any such calculation described in this Section 6.02(a5.02(a), OFC Altisource or Altisource AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a5.02(a). OFC Altisource and Altisource AAMC shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Group is liable hereunder (or Tax Attribute of a member of the OFC Group) (in such circumstance, OFC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC AAMC Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the AAMC Group is liable hereunder (or Tax Attribute of a member of the AAMC Group) (in such circumstance, AAMC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b5.02(b). No later than 30 days after a Tax Detriment described in this Section 6.02(b5.02(b) is actually realized in cash by a member of the OFC Altisource Group or a member of the Altisource AAMC Group, OFC Altisource (if a member of the OFC Altisource Group actually realizes such Tax Detriment) or Altisource AAMC (if a member of the Altisource AAMC Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b5.02(b). In the event that OFC Altisource or Altisource AAMC disagrees with any such calculation described in this Section 6.02(b5.02(b), OFC Altisource or Altisource AAMC shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b5.02(b). OFC Altisource and Altisource AAMC shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Altisource Group is liable hereunder (or Tax Attribute of a member of the OFC Altisource Group) a member of the Altisource Residential Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Residential Group is liable hereunder (or Tax Attribute of a member of the Altisource Residential Group) a member of the OFC Altisource Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), Altisource Residential or OFCAltisource, as the case may be, shall make a payment to either OFC Altisource or AltisourceResidential, as appropriate, within 30 days following the date of a written notice and demand from OFC Altisource or AltisourceResidential, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(a5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 6.02(a5.02(a). In the event that OFC Altisource or Altisource Residential disagrees with any such calculation described in this Section 6.02(a5.02(a), OFC Altisource or Altisource Residential shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a5.02(a). OFC Altisource and Altisource Residential shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Group is liable hereunder (or Tax Attribute of a member of the OFC Group) (in such circumstance, OFC being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC Residential Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Group is liable hereunder (or Tax Attribute of a member of the Altisource Group) (in such circumstance, Altisource being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the Altisource Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Residential Group is liable hereunder (or Tax Attribute of a member of the Residential Group) (in such circumstance, Residential being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b5.02(b). No later than 30 days after a Tax Detriment described in this Section 6.02(b5.02(b) is actually realized in cash by a member of the OFC Altisource Group or a member of the Altisource Residential Group, OFC Altisource (if a member of the OFC Altisource Group actually realizes such Tax Detriment) or Altisource Residential (if a member of the Altisource Residential Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b5.02(b). In the event that OFC Altisource or Altisource Residential disagrees with any such calculation described in this Section 6.02(b5.02(b), OFC Altisource or Altisource Residential shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b5.02(b). OFC Altisource and Altisource Residential shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the OFC NorthStar Realty Group) a member of the Altisource NSAM Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NSAM Group is liable hereunder (or Tax Attribute of a member of the Altisource NSAM Group) a member of the OFC NorthStar Realty Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), Altisource NSAM or OFCNorthStar Realty, as the case may be, shall make a payment to either OFC NorthStar Realty or AltisourceNSAM, as appropriate, within 30 days following the date of a written notice and demand from OFC NorthStar Realty or AltisourceNSAM, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(a5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 6.02(a5.02(a). In the event that OFC NorthStar Realty or Altisource NSAM disagrees with any such calculation described in this Section 6.02(a5.02(a), OFC NorthStar Realty or Altisource NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a5.02(a). OFC NorthStar Realty and Altisource NSAM shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource NSAM Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the OFC NorthStar Realty Group) (in such circumstance, OFC NorthStar Realty being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC NorthStar Realty Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NSAM Group is liable hereunder (or Tax Attribute of a member of the Altisource NSAM Group) (in such circumstance, Altisource NSAM being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b5.02(b). No later than 30 days after a Tax Detriment described in this Section 6.02(b5.02(b) is actually realized in cash by a member of the OFC NorthStar Realty Group or a member of the Altisource NSAM Group, OFC NorthStar Realty (if a member of the OFC NorthStar Realty Group actually realizes such Tax Detriment) or Altisource NSAM (if a member of the Altisource NSAM Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b5.02(b). In the event that OFC NorthStar Realty or Altisource NSAM disagrees with any such calculation described in this Section 6.02(b5.02(b), OFC NorthStar Realty or Altisource NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b5.02(b). OFC NorthStar Realty and Altisource NSAM shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If a member of the Teradata Group actually realizes in cash pursuant to a Final Determination any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC NCR Group is liable hereunder (or Tax Attribute of a member of the OFC NCR Group) a member of the Altisource Group could realize a current or future and such Tax Benefit that it could would not realize have arisen but for such adjustment (determined on a with and or without basis), or if a member of the NCR Group actually realizes in cash pursuant to a Final Determination any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Teradata Group is liable hereunder (or Tax Attribute of a member of the Altisource Teradata Group) a member of the OFC Group could realize a current or future and such Tax Benefit that it could would not realize have arisen but for such adjustment (determined on a with and or without basis), Altisource Teradata or OFCNCR, as the case may be, shall make a payment to either OFC NCR or AltisourceTeradata, as appropriate, within 30 days following the date of a written notice and demand from OFC or Altisource, as appropriate, for payment such actual realization of the Tax Benefit, in an amount dueequal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(a) shall include plus interest on such payment amount computed at the Base Prime Rate based on the number of days from the date of such written notice actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.02(a). In the event that OFC or Altisource disagrees with any such calculation described in this Section 6.02(a), OFC or Altisource shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a). OFC and Altisource shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource Teradata Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC NCR Group is liable hereunder (or Tax Attribute of a member of the OFC NCR Group) (in such circumstance, OFC NCR being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC NCR Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource Teradata Group is liable hereunder (or Tax Attribute of a member of the Altisource Teradata Group) (in such circumstance, Altisource Teradata being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Prime Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b). . (c) No later than 30 days after a Tax Benefit or Tax Detriment described in this Section 6.02(b6.02(a) or (b) is actually realized in cash by a member of the OFC NCR Group or a member of the Altisource Teradata Group, OFC NCR (if a member of the OFC NCR Group actually realizes such Tax Benefit or Tax Detriment) or Altisource Teradata (if a member of the Altisource Teradata Group actually realizes such Tax Benefit or Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b)6.02. In the event that OFC NCR or Altisource Teradata disagrees with any such calculation described in this Section 6.02(b6.02(c), OFC NCR or Altisource Teradata shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b6.02(c). OFC NCR and Altisource Teradata shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Brink’s Group is liable hereunder (or Tax Attribute of a member of the OFC Brink’s Group) a member of the Altisource BHS Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource BHS Group is liable hereunder (or Tax Attribute of a member of the Altisource BHS Group) a member of the OFC Brink's Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), Altisource BHS or OFCBrink’s, as the case may be, shall make a payment to either OFC Brink’s or AltisourceBHS, as appropriate, within 30 days following the date of a written notice and demand from OFC Brink's or AltisourceBHS, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(a) shall include interest on such payment computed at the Base Prime Rate based on the number of days from the date of such written notice to the date of payment under this Section 6.02(a). In the event that OFC Brink’s or Altisource BHS disagrees with any such calculation described in this Section 6.02(a), OFC Brink’s or Altisource BHS shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a). OFC Brink’s and Altisource BHS shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource BHS Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC Brink’s Group is liable hereunder (or Tax Attribute of a member of the OFC Brink’s Group) (in such circumstance, OFC Brink’s being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), or if a member of the OFC Brink’s Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource BHS Group is liable hereunder (or Tax Attribute of a member of the Altisource BHS Group) (in such circumstance, Altisource BHS being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Prime Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b). No later than 30 days after a Tax Detriment described in this Section 6.02(b) is actually realized in cash by a member of the OFC Brink’s Group or a member of the Altisource BHS Group, OFC Brink’s (if a member of the OFC Brink’s Group actually realizes such Tax Detriment) or Altisource BHS (if a member of the Altisource BHS Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b). In the event that OFC Brink’s or Altisource BHS disagrees with any such calculation described in this Section 6.02(b), OFC Brink’s or Altisource BHS shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b). OFC Brink’s and Altisource BHS shall endeavor in good faith to resolve such disagreement.

Timing Differences and Reverse Timing Differences. (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the OFC NorthStar Realty Group) a member of the Altisource NSAM Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NSAM Group is liable hereunder (or Tax Attribute of a member of the Altisource NSAM Group) a member of the OFC NorthStar Realty Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), Altisource NSAM or OFCNorthStar Realty, as the case may be, shall make a payment to either OFC NorthStar Realty or AltisourceNSAM, as appropriate, within 30 days following the date of a written notice and demand from OFC NorthStar Realty or AltisourceNSAM, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto. Any payment required under this Section 6.02(a5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 6.02(a5.02(a). In the event that OFC NorthStar Realty or Altisource NSAM disagrees with any such calculation described in this Section 6.02(a5.02(a), OFC NorthStar Realty or Altisource NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(a5.02(a). OFC NorthStar Realty and Altisource NSAM shall endeavor in good faith to resolve such disagreement. (b) If a member of the Altisource NSAM Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the OFC NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the OFC NorthStar Realty Group) (in such circumstance, OFC NorthStar Realty being the “Adjusted Party”) and such Tax Detriment would not have arisen but 12 for such adjustment (determined on a with and without basis), or if a member of the OFC NorthStar Realty Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Altisource NSAM Group is liable hereunder (or Tax Attribute of a member of the Altisource NSAM Group) (in such circumstance, Altisource NSAM being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 6.02(b5.02(b). No later than 30 days after a Tax Detriment described in this Section 6.02(b5.02(b) is actually realized in cash by a member of the OFC NorthStar Realty Group or a member of the Altisource NSAM Group, OFC NorthStar Realty (if a member of the OFC NorthStar Realty Group actually realizes such Tax Detriment) or Altisource NSAM (if a member of the Altisource NSAM Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 6.02(b5.02(b). In the event that OFC NorthStar Realty or Altisource NSAM disagrees with any such calculation described in this Section 6.02(b5.02(b), OFC NorthStar Realty or Altisource NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.02(b5.02(b). OFC NorthStar Realty and Altisource NSAM shall endeavor in good faith to resolve such disagreement.