Common use of Timing Differences Clause in Contracts

Timing Differences. If pursuant to a Final Determination any Tax Attribute is made allowable to a Spinco Entity as a result of an adjustment to any Taxes for which IP is responsible hereunder and such Tax Attribute would not have arisen or been allowable but for such adjustment, or if pursuant to a Final Determination any Tax Attribute is made allowable to an IP Entity as a result of an adjustment to any Taxes for which Spinco is responsible hereunder and such Tax Attribute would not have arisen or been allowable but for such adjustment, Spinco or IP, as the case may be, shall make a payment to either IP or Spinco, as appropriate, within thirty (30) days after such Party (or its Affiliates) actually realizes a Tax benefit by way of a Refund or a decrease in Taxes reported on a filed Tax Return that is attributable to such Tax Attribute, determined using a “with and without” methodology (treating any deductions or amortization attributable such Tax Attributes as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards). In the event of any overlap between Section 3.04 and this Section 4.04, this Section 4.04 shall apply and Section 3.04 shall not apply. This Section 4.04 shall not apply to any Tax Attribute of any Spinco Entity that would not have arisen but for a Tax-Free Transaction Failure, which shall be governed by Section 2.10.

Timing Differences. If pursuant to a Final Determination any Tax Attribute is made allowable to a Spinco an RMT Parent Group Entity as a result of an adjustment to any Taxes for which IP GPC is responsible hereunder and such Tax Attribute would not have arisen or been allowable but for such adjustment, or if pursuant to a Final Determination any Tax Attribute is made allowable to an IP a GPC Group Entity as a result of an adjustment to any Taxes for which Spinco RMT Parent or SpinCo is responsible hereunder and such Tax Attribute would not have arisen or been allowable but for such adjustment, Spinco RMT Parent or IPGPC, as the case may be, shall make a payment to either IP GPC or SpincoRMT Parent, as appropriate, within thirty (30) days after such Party party (or its Affiliates) actually realizes a Tax benefit by way of a Refund or a decrease in Taxes reported on a filed Tax Return that is attributable to such Tax Attribute, determined using on a “with and without” methodology basis (treating any deductions or amortization attributable to such Tax Attributes Attribute as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards). In the event of any overlap between Section 3.04 3.03 and this Section 4.04, this Section 4.04 shall apply and Section 3.04 3.03 shall not apply. This Section 4.04 shall not apply to any Tax Attribute of any Spinco Entity that would not have arisen but for a Tax-Free Transaction Failure, which shall be governed by Section 2.10.