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 NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the NorthStar Realty Group) a member of the 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 NSAM Group is liable hereunder (or Tax Attribute of a member of the NSAM Group) a member of the 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), NSAM or NorthStar Realty, as the case may be, shall make a payment to either NorthStar Realty or NSAM, as appropriate, within 30 days following the date of a written notice and demand from NorthStar Realty or NSAM, 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 5.02(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 5.02(a). In the event that NorthStar Realty or NSAM disagrees with any such calculation described in this Section 5.02(a), NorthStar Realty or NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a). NorthStar Realty and NSAM 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 NorthStar Realty Brink’s Group is liable hereunder (or Tax Attribute of a member of the NorthStar Realty Brink’s Group) a member of the NSAM 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 NSAM BHS Group is liable hereunder (or Tax Attribute of a member of the NSAM BHS Group) a member of the NorthStar Realty 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), NSAM BHS or NorthStar RealtyBrink’s, as the case may be, shall make a payment to either NorthStar Realty Brink’s or NSAMBHS, as appropriate, within 30 days following the date of a written notice and demand from NorthStar Realty Brink's or NSAMBHS, 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 5.02(a6.02(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 5.02(a6.02(a). In the event that NorthStar Realty Brink’s or NSAM BHS disagrees with any such calculation described in this Section 5.02(a6.02(a), NorthStar Realty Brink’s or NSAM BHS shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a6.02(a). NorthStar Realty Brink’s and NSAM BHS shall endeavor in good faith to resolve such disagreement.