Common use of Timing Differences Clause in Contracts

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital or a member of its Tax Group for any Tax period after the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital or a member of its Tax Group is liable (and for which no member of the Parent Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital Group is responsible hereunder and a Tax Benefit is made allowable to Parent or a member of its Tax Group for any Tax period prior to the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent or a member of its Tax Group is liable (and for which no member of the New BBX Capital Group is liable), then New BBX Capital or Parent, as the case may be, shall make a payment to either Parent or New BBX Capital, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Group or New BBX Capital Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Starwood Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital Vistana or a member of its Tax Group for any Tax period after the Distribution DateEffective Time, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital Vistana or a member of its Tax Group is liable (and for which no member of the Parent Starwood Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital Vistana Group is responsible hereunder and a Tax Benefit is made allowable to Parent Starwood or a member of its Tax Group for any Tax period prior to the Distribution DateEffective Time, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Starwood or a member of its Tax Group is liable (and for which no member of the New BBX Capital Vistana Group is liable), then New BBX Capital Vistana or ParentStarwood, as the case may be, shall make a payment to either Parent Starwood or New BBX CapitalVistana, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Starwood Group or New BBX Capital Vistana Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Alliqua Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital Aquamed or a member of its Tax Group for any Tax period after the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital Aquamed or a member of its Tax Group is liable (and for which no member of the Parent Alliqua Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital Aquamed Group is responsible hereunder and a Tax Benefit is made allowable to Parent Alliqua or a member of its Tax Group for any Tax period prior to the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Alliqua or a member of its Tax Group is liable (and for which no member of the New BBX Capital Aquamed Group is liable), then New BBX Capital Aquamed or ParentAlliqua, as the case may be, shall make a payment to either Parent Alliqua or New BBX CapitalAquamed, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Alliqua Group or New BBX Capital Aquamed Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Cogint Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital SpinCo or a member of its Tax Group for any Tax period after the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital SpinCo or a member of its Tax Group is liable (and for which no member of the Parent Cogint Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital SpinCo Group is responsible hereunder and a Tax Benefit is made allowable to Parent Cogint or a member of its Tax Group for any Tax period prior to the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Cogint or a member of its Tax Group is liable (and for which no member of the New BBX Capital SpinCo Group is liable), then New BBX Capital SpinCo or ParentCogint, as the case may be, shall make a payment to either Parent Cogint or New BBX CapitalSpinCo, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Cogint Group or New BBX Capital SpinCo Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Inpixon Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital Sysorex or a member of its Tax Group for any Tax period after the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital Sysorex or a member of its Tax Group is liable (and for which no member of the Parent Inpixon Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital Sysorex Group is responsible hereunder and a Tax Benefit is made allowable to Parent Inpixon or a member of its Tax Group for any Tax period prior to the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Inpixon or a member of its Tax Group is liable (and for which no member of the New BBX Capital Sysorex Group is liable), then New BBX Capital Sysorex or ParentInpixon, as the case may be, shall make a payment to either Parent Inpixon or New BBX CapitalSysorex, as appropriate, within thirty (30) 30 days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Inpixon Group or New BBX Capital Sysorex Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Cogint Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital SpinCo or a member of its Tax Group for any Tax period after the Distribution DateClosing, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital SpinCo or a member of its Tax Group is liable (and for which no member of the Parent Cogint Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital SpinCo Group is responsible hereunder and a Tax Benefit is made allowable to Parent Cogint or a member of its Tax Group for any Tax period prior to the Distribution DateClosing, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Cogint or a member of its Tax Group is liable (and for which no member of the New BBX Capital SpinCo Group is liable), then New BBX Capital SpinCo or ParentCogint, as the case may be, shall make a payment to either Parent Cogint or New BBX CapitalSpinCo, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Cogint Group or New BBX Capital SpinCo Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Starwood Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital Vistana or ILG (or a member of its such Party’s Tax Group Group) for any Tax period after the Distribution DateEffective Time, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital Vistana or ILG (or a member of its such Party’s Tax Group Group), as the case may be, is liable (and for which no member of the Parent Starwood Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital Vistana Group or ILG Group is responsible hereunder and a Tax Benefit is made allowable to Parent Starwood or a member of its Tax Group for any Tax period prior to the Distribution DateEffective Time, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Starwood or a member of its Tax Group is liable (and for which no member of the New BBX Capital Vistana Group or ILG Group is liable), then New BBX Capital Vistana or ParentILG, or Starwood, as the case may be, shall make a payment to either Parent Starwood, or New BBX CapitalVistana or ILG, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Starwood Group, Vistana Group or New BBX Capital Group, ILG Group as the case may be, is responsible hereunder.

Timing Differences. (a) If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Exelon Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital or a member of its Tax the Constellation Group for any Tax period after the Post-Distribution DatePeriod, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital or a any member of its Tax the Constellation Group is liable (and for which no member of the Parent Exelon Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital Constellation Group is responsible hereunder and a Tax Benefit is made allowable to Parent or a any member of its Tax the Exelon Group for any Tax period prior to the Pre-Distribution DatePeriod, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which Parent or a member of its Tax the Exelon Group is liable (and for which no member of the New BBX Capital Constellation Group is liable), then New BBX Capital Constellation or ParentExelon, as the case may be, shall make a payment to either Parent Exelon or New BBX CapitalConstellation, as appropriate, within thirty forty-five (3045) days of the date that such paying Party (or any member of its Tax the Exelon Group membersor Constellation Group, as applicable) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Exelon Group or New BBX Capital Constellation Group, as the case may be, is responsible hereunder.

Timing Differences. If pursuant to a Final Determination an Adjustment (i) increases the amount of liability for any Taxes for which a member of the Parent Nxt-ID Group is responsible hereunder and a Tax Benefit is made allowable to New BBX Capital PartX or a member of its Tax Group for any Tax period after the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period for which New BBX Capital PartX or a member of its Tax Group is liable (and for which no member of the Parent Nxt-ID Group is liable) or (ii) increases the amount of liability for any Taxes for which a member of the New BBX Capital PartX Group is responsible hereunder and a Tax Benefit is made allowable to Parent Nxt-ID or a member of its Tax Group for any Tax period prior to the Distribution Date, which Tax Benefit would not have arisen or been allowable but for such Adjustment, and which Tax Benefit reduces Taxes in respect of a Tax period which Parent Nxt-ID or a member of its Tax Group is liable (and for which no member of the New BBX Capital PartX Group is liable), then New BBX Capital PartX or ParentNxt-ID, as the case may be, shall make a payment to either Parent Nxt-ID or New BBX CapitalPartX, as appropriate, within thirty (30) days of the date that such paying Party (or any of its Tax Group members) actually receives such Tax Benefit (determined by comparing its (and its Tax Group members’) Tax liability with and without the Tax consequences of the Adjustment), which payment shall not exceed the increase in the amount of liability for any Taxes resulting from such Adjustment, for which a member of the Parent Nxt-ID Group or New BBX Capital PartX Group, as the case may be, is responsible hereunder. Notwithstanding anything to the contrary in this Section 5.04, if the additional Taxes described in this Section 5.04 constitute Distribution Taxes and/or a Section 336(e) election becomes effective, the provisions in Article III shall apply to such Taxes and Tax Benefits and not this Section 5.04.