Common use of Certain Post-Closing Settlement Payments Clause in Contracts

Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products or any of the Bison Subsidiaries to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products or any of the Bison Subsidiaries for one or more periods ending within ten years after the Closing Date, Parent shall notify Holdings and provide it with adequate information so that Holdings can reflect on its, C&A Products' or the applicable Bison Subsidiary's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings shall pay to Parent, within 30 days of the realization of any resulting Tax Benefits, the amount of any resulting Tax Benefits. (ii) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products or any of the Bison Subsidiaries for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent for one or more periods ending on or before the Closing Date, Holdings shall notify Parent and provide it with adequate information so that Parent can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent shall pay to Holdings, within 30 days of the receipt of such information, the amount of any resulting Tax Benefits.

Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products or any of the Bison Subsidiaries (other than THI and its Subsidiaries) to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products or any of the Bison Subsidiaries (other than THI and its Subsidiaries) for one or more periods ending within ten years after the Closing Date, Parent shall notify Holdings and provide it with adequate information so that Holdings can reflect on its, C&A Products' or the applicable Bison Subsidiary's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings shall pay to Parent, within 30 days of the realization of any resulting Tax Benefits, the amount of any resulting Tax Benefits. (ii) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products or any of the Bison Subsidiaries for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent for one or more periods ending on or before the Closing Date, Holdings shall notify Parent and provide it with adequate information so that Parent can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent shall pay to Holdings, within 30 days of the receipt of such information, the amount of any resulting Tax Benefits.

Certain Post-Closing Settlement Payments. (ia) If the examination of any federalFederal, state, local or other Tax Return of Parent Cendant, Parent, Holdings, or any of the Transferred Companies for any taxable period ending on or before the Closing Date Date, the pre-closing portion of any Straddle Period or for any taxable year in which the Merger occurs, shall result (by settlement or otherwise) in any adjustment which permits HoldingsAcquiror, C&A Products the Acquiror Sub Surviving Corporation or any of the Bison Subsidiaries Transferred Companies or any Affiliate thereof to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by HoldingsAcquiror, C&A Products the Acquiror Sub Surviving Corporation or any of the Bison Subsidiaries Transferred Companies or any Affiliate thereof for one or more periods ending within ten years after the Closing Date, in each case in respect of the Transferred Assets, Parent shall will notify Holdings Acquiror and provide it with adequate information so that Holdings Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof, as the case may be, can reflect on its, C&A Products' or the applicable Bison Subsidiary's its Tax Returns such increases in deductions, losses or tax credits or decreases in incomeincome (including by way of increase in basis), gains or recapture of tax credits. Holdings Upon receipt of such information and upon the reasonable request of Parent, Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies, as the case may be, shall reflect on its Tax Returns (including amended Tax Returns) the information provided above. Acquiror shall pay to Parent, within 30 days of the realization of any resulting Tax Benefits, Holdings the amount of any resulting Tax BenefitsBenefits Actually Realized by the Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies (or any of their respective Affiliates). (iib) If the examination of any federalFederal, state, local or other Tax Return of HoldingsAcquiror, C&A Products the Acquiror Sub Surviving Corporation or any of the Bison Subsidiaries Transferred Companies for any taxable period beginning and ending after the Closing Date or the post-closing portion of any Straddle Period shall result (by settlement or otherwise) in any adjustment which permits Parent (or its Affiliates) to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent (or its Affiliates) for one or more periods ending on or before the Closing Date, Holdings shall in each case in respect of the Transferred Assets, Acquiror will notify Parent and provide it with adequate information so that Parent can reflect on its or its Affiliates' Tax Returns (including amended Tax Returns) such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent shall pay to Holdings, within 30 days of the Upon receipt of such information, and upon the reasonable request of Acquiror, Parent (or its Affiliates) shall reflect on its tax returns the information provided above. Parent shall pay to Acquiror the amount of any resulting Tax BenefitsBenefits Actually Realized by Parent (or any of its Affiliates). (c) Upon (A) the exercise of a Cendant Option by an employee or former employee of any of the Transferred Companies and the payment of cash or other property by Cendant (or its designated agent) to the holder of the Cendant Option or (B) the payment by Holdings of any amount with respect to the Holdings Plan, as described in Section 5.9, Acquiror shall pay or cause the Acquiror Sub Surviving Corporation or any of the Transferred Companies to pay, as the case may be, to Holdings the amount of any Tax Benefit Actually Realized by Acquiror, Acquiror Sub Surviving Corporation or any of the Transferred Companies (or any of their respective Affiliates) attributable to any exercise or payment described in this Section 6.7(c). (d) Prior to the Closing Date, Acquiror and Holdings shall negotiate and draft a schedule (the "Allocation Schedule") allocating the Merger Consideration among the Transferred Assets. Upon completion of the Allocation Schedule, each of the Acquiror and Holdings shall execute a copy thereof and return such copy to the other party. For all purposes (including tax and accounting), the parties shall treat the fair market value of the Transferred Assets as set forth in the Allocation Schedule. (e) For purposes of this Agreement, "Tax Benefit" shall mean the sum of the amount by which the actual Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation to the appropriate taxing authority is reduced (including, without limitation, by or as a result of a deduction, increase in basis, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to the taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest (on an after-Tax basis) from such government or jurisdiction relating to such Tax liability. For purposes of this Agreement, a Tax Benefit shall be deemed to have been "Actually Realized" at the time any refund of Taxes is actually received or applied against other Taxes due, or at the time of the filing of a Tax Return (including any Tax Return relating to estimated Taxes) on which a loss, deduction or credit or increase in basis is applied to reduce the amount of Taxes which would otherwise be payable. In accordance with the provisions of this paragraph (e), Acquiror and Parent agree that for purposes of this Agreement, where a Tax Benefit may be realized that may result in the payment to, or reduce a payment by, the other party hereto, each party will as promptly as practicable take or cause its Affiliates to take such reasonable or appropriate steps (including, without limitation, the filing of an amended Tax Return or claim for refund) to obtain at the earliest possible time any such reasonable available Tax Benefit.

Certain Post-Closing Settlement Payments. (ia) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date Buyer under Section 8.1(b) shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products the Sellers or any of the Bison Subsidiaries its Affiliates to increase deductions, losses or tax Tax credits or decrease the income, gains or recapture of tax Tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products the Sellers or any of the Bison Subsidiaries its Affiliates for one or more periods ending within ten years after for which it is required to file a Tax Return, the Closing Date, Parent Buyer shall notify Holdings the Sellers and provide it with adequate information so that Holdings the Sellers can reflect on its, C&A Products' its or the applicable Bison Subsidiaryappropriate Affiliate's Tax Returns such increases in deductions, losses or tax Tax credits or decreases in income, gains or recapture of tax Tax credits. Holdings The Sellers shall pay to Parentthe Buyer, within 30 days of the realization receipt of any resulting Tax Benefitssuch information, the amount of any resulting Tax Benefits. (iib) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products or any of the Bison Subsidiaries for any taxable period ending after the Closing Date Sellers under Section 8.1(a) shall result (by settlement or otherwise) in any adjustment which permits Parent the Buyer or its Affiliates to increase deductions, losses or tax Tax credits or decrease the income, gains or recapture of tax Tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent the Buyer or its Affiliates for one or more periods ending on or before for which it is required to file a Tax Return, the Closing Date, Holdings Sellers shall notify Parent the Buyer and provide it with adequate information so that Parent the Buyer can reflect on its or the appropriate Affiliate's Tax Returns such increases in deductions, losses or tax Tax credits or decreases in income, gains or recapture of tax Tax credits. Parent The Buyer shall pay to Holdingsthe Sellers, within 30 days of the receipt of such information, the amount of any resulting Tax Benefits.

Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent either Seller for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products Purchaser or any Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits (a “Tax Benefit”) which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Purchaser or such Company for one or more periods ending after the Closing Date, the Sellers shall notify Purchaser and provide it with adequate information so that Purchaser can reflect on its or the Company’s Tax Returns such Tax Benefit. Purchaser shall pay to the Sellers an amount equal to the actual Tax savings produced by such Tax Benefit within thirty (30) days of the Bison Subsidiaries filing of the Tax Returns for the taxable year in which such Tax savings is realized by Purchaser or the Company. (ii) If the examination of any federal, state, local or other Tax Return of Purchaser or any Company for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits either Seller to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products or any of the Bison Subsidiaries Seller for one or more periods ending within ten years after on or before the Closing Date, Parent Purchaser shall notify Holdings Sellers and provide it them with adequate information so that Holdings Sellers can reflect on its, C&A Products' or the applicable Bison Subsidiary's their Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings shall pay to Parent, within 30 days of the realization of any resulting Tax Benefits, the amount of any resulting Tax Benefits. (ii) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products or any of the Bison Subsidiaries for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent for one or more periods ending on or before the Closing Date, Holdings shall notify Parent and provide it with adequate information so that Parent can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent shall pay to Holdings, within 30 days of the receipt of such information, the amount of any resulting Tax Benefits.

Certain Post-Closing Settlement Payments. (i) If the examination of any United States or non-United States federal, national, state, local or other Tax Return of Parent or any of its Affiliates for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products Purchaser or any of the Bison FS Subsidiaries to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products Purchaser or any of the Bison FS Subsidiaries for one or more periods ending within ten years after the Closing Date, Parent shall notify Holdings Purchaser and provide it with adequate information so that Holdings Purchaser can reflect on its, C&A Products' its or the applicable Bison FS Subsidiary's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings Purchaser shall pay to Parent, within 30 thirty (30) days of the realization receipt of any resulting Tax Benefitssuch information, the amount of any resulting Tax Benefits. (ii) If the examination of any United States or non-United States federal, national, state, local or other Tax Return of Holdings, C&A Products Purchaser or any of the Bison FS Subsidiaries for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent for one or more periods ending on or before the Closing Date, Holdings Purchaser shall notify Parent and provide it with adequate information so that Parent can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent shall pay to HoldingsPurchaser, within 30 thirty (30) days of the receipt of such information, the amount of any resulting Tax Benefits.

Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent the Seller or the Company for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products the Buyer or any of the Bison Subsidiaries Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products the Buyer or any of the Bison Subsidiaries Company for one or more periods ending within ten years after the Closing Date, Parent shall the Seller will notify Holdings the Buyer and provide it with adequate information so that Holdings the Buyer can reflect on its, C&A Products' its or the applicable Bison SubsidiaryCompany's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings The Buyer shall pay to Parent, the Seller within 30 days of the realization receipt of any resulting Tax Benefitssuch information, the amount of any resulting Tax BenefitsBenefit Actually Realized. (ii) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products the Buyer or any of the Bison Subsidiaries Company for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent the Seller to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent the Seller for one or more periods ending on or before the Closing Date, Holdings shall the Buyer will notify Parent the Seller and provide it with adequate information so that Parent the Seller can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent The Seller shall pay to Holdings, the Buyer within 30 days of the receipt of after such informationTax Returns are filed, the amount of any resulting Tax BenefitsBenefit Actually Realized.

Certain Post-Closing Settlement Payments. (i) If the examination of any federalFederal, state, local or other Tax Return of Parent the Seller for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products the Buyer or the Company or any of the Bison its Subsidiaries to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products the Buyer or any of the Bison Company or its Subsidiaries for one or more periods ending within ten years after the Closing Date, Parent shall the Seller will notify Holdings the Buyer and provide it with adequate information so that Holdings the Buyer can reflect on its, C&A Products' its or the applicable Bison SubsidiaryCompany's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings The Buyer shall pay to Parent, within 30 days of the realization of any resulting Tax BenefitsSeller, the amount of any resulting Tax BenefitsBenefits (as defined and calculated below) when, as and if such Tax Benefits are actually realized by a reduction of Tax otherwise due. (ii) If the examination of any federalFederal, state, local or other Tax Return of Holdings, C&A Products the Buyer or the Company or any of the Bison its Subsidiaries for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent the Seller to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent the Seller for one or more periods ending on or before the Closing Date, Holdings shall the Buyer will notify Parent the Seller and provide it with adequate information so that Parent the Seller can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Parent The Seller shall pay to Holdings, within 30 days of the receipt of such informationBuyer, the amount of any resulting Tax Benefits (as defined and calculated below) when, as and if such Tax Benefits are actually realized by a reduction of Tax otherwise due. (iii) Upon (A) the exercise of a Seller Option by an employee or former employee of the Company or any of its Subsidiaries and the payment of cash or other property by the Seller (or its designated agent) to the holder of the Seller Option or (B) the payment by Seller of any amount with respect to any employee retention Liabilities, as described in Section 1.15(a) or the Retention Plan, the Buyer shall pay or shall cause the Company to pay to the Seller the amount of any Tax Benefit attributable to any payment described in this Section 4.8(h)(iii) when, as and if such Tax Benefits are actually realized by a reduction of Tax otherwise due. (iv) For purposes of this Agreement, "Tax Benefits" shall mean the reduction in Taxes from any increased deductions, losses, or credits or decreases in income, gains or recapture of tax credits. The Tax Benefit with respect to any payments made pursuant to the Blizzard Plan shall be net of the tax cost incurred by the Company with respect to the earnings of the escrow account from which such payments are made.

Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products Purchaser or any of the Bison Subsidiaries Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products Purchaser or any of the Bison Subsidiaries Company for one or more periods ending within ten years after the Closing Date, Parent shall notify Holdings Purchaser and provide it with adequate information so that Holdings Purchaser can reflect on its, C&A Products' its or the applicable Bison SubsidiaryCompany's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax creditscredits within 30 days of such adjustment. Holdings Purchaser shall pay to Parent, within 30 days of the realization receipt of any resulting Tax Benefits, the amount of any Tax Benefits Actually Realized to the extent of any additional Taxes and decrease in Tax Benefits resulting from the adjustments to Parent's Tax BenefitsReturn. (ii) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products Purchaser or any of the Bison Subsidiaries Company for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent for one or more periods ending on or before the Closing Date, Holdings Purchaser shall notify Parent and provide it with adequate information so that Parent can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax creditscredits within 30 days of such adjustment. Parent or Seller shall pay to HoldingsPurchaser, within 30 days of the receipt of such information, the amount of any Tax Benefits Actually Realized to the extent of any additional Taxes and decrease in Tax Benefits resulting from the adjustments to Purchaser's or the Company's Tax BenefitsReturn.

Certain Post-Closing Settlement Payments. (ia) If the examination of any federalFederal, state, local or other Tax Return of Parent Cendant, Parent, Holdings, or any of the Transferred Companies for any taxable period ending on or before the Closing Date Date, the pre-closing portion of any Straddle Period or for any taxable year in which the Merger occurs, shall result (by settlement or otherwise) in any adjustment which permits HoldingsAcquiror, C&A Products the Acquiror Sub Surviving Corporation or any of the Bison Subsidiaries Transferred Companies or any Affiliate thereof to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by HoldingsAcquiror, C&A Products the Acquiror Sub Surviving Corporation or any of the Bison Subsidiaries Transferred Companies or any Affiliate thereof for one or more periods ending within ten years after the Closing Date, in each case in respect of the Transferred Assets, Parent shall will notify Holdings Acquiror and provide it with adequate information so that Holdings Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof, as the case may be, can reflect on its, C&A Products' or the applicable Bison Subsidiary's its Tax Returns such increases in deductions, losses or tax credits or decreases in incomeincome (including by way of increase in basis), gains or recapture of tax credits. Holdings Upon receipt of such information and upon the reasonable request of Parent, Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies, as the case may be, shall reflect on its Tax Returns (including amended Tax Returns) the information provided above. Acquiror shall pay to Parent, within 30 days of the realization of any resulting Tax Benefits, Holdings the amount of any resulting Tax BenefitsBenefits Actually Realized by the Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies (or any of their respective Affiliates). (iib) If the examination of any federalFederal, state, local or other Tax Return of HoldingsAcquiror, C&A Products the Acquiror Sub Surviving Corporation or any of the Bison Subsidiaries Transferred Companies for any taxable period beginning and ending after the Closing Date or the post-closing portion of any Straddle Period shall result (by settlement or otherwise) in any adjustment which permits Parent (or its Affiliates) to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent (or its Affiliates) for one or more periods ending on or before the Closing Date, Holdings shall in each case in respect of the Transferred Assets, Acquiror will notify Parent and provide it with adequate information so that Parent can reflect on its or its Affiliates' Tax Returns (including amended Tax Returns) such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Upon receipt of such 57 information, and upon the reasonable request of Acquiror, Parent (or its Affiliates) shall reflect on its tax returns the information provided above. Parent shall pay to Holdings, within 30 days of the receipt of such information, Acquiror the amount of any resulting Tax BenefitsBenefits Actually Realized by Parent (or any of its Affiliates). (c) Upon (A) the exercise of a Cendant Option by an employee or former employee of any of the Transferred Companies and the payment of cash or other property by Cendant (or its designated agent) to the holder of the Cendant Option or (B) the payment by Holdings of any amount with respect to the Holdings Plan, as described in Section 5.9, Acquiror shall pay or cause the Acquiror Sub Surviving Corporation or any of the Transferred Companies to pay, as the case may be, to Holdings the amount of any Tax Benefit Actually Realized by Acquiror, Acquiror Sub Surviving Corporation or any of the Transferred Companies (or any of their respective Affiliates) attributable to any exercise or payment described in this Section 6.7(c). (d) Prior to the Closing Date, Acquiror and Holdings shall negotiate and draft a schedule (the "Allocation Schedule") allocating the Merger Consideration among the Transferred Assets. Upon completion of the Allocation Schedule, each of the Acquiror and Holdings shall execute a copy thereof and return such copy to the other party. For all purposes (including tax and accounting), the parties shall treat the fair market value of the Transferred Assets as set forth in the Allocation Schedule. (e) For purposes of this Agreement, "Tax Benefit" shall mean the sum of the amount by which the actual Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation to the appropriate taxing authority is reduced (including, without limitation, by or as a result of a deduction, increase in basis, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to the taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest (on an after-Tax basis) from such government or jurisdiction relating to such Tax liability. For purposes of this Agreement, a Tax Benefit shall be deemed to have been "Actually Realized" at the time any refund of Taxes is actually received or applied against other Taxes due, or at the time of the filing of a Tax Return (including any Tax Return relating to estimated Taxes) on which a loss, deduction or credit or increase in basis is applied to reduce the amount of Taxes which would otherwise be payable. In accordance with the provisions of this paragraph (e), Acquiror and Parent agree that for purposes of this Agreement, where a Tax Benefit may be realized that may result in the payment to, or reduce a payment by, the other party hereto, each party will as promptly as practicable take or cause its Affiliates to take such reasonable or appropriate steps (including, without limitation, the filing of an amended Tax Return or claim for refund) to obtain at the earliest possible time any such reasonable available Tax Benefit.

Certain Post-Closing Settlement Payments. (i1) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products Purchaser or any of the Bison Subsidiaries Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products Purchaser or any of the Bison Subsidiaries Company for one or more periods ending within ten years after the Closing Date, Parent shall notify Holdings Purchaser and provide it with adequate information so that Holdings Purchaser can reflect on its, C&A Products' its or the applicable Bison SubsidiaryCompany's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax creditscredits within 30 days of such adjustment. Holdings Purchaser shall pay to Parent, within 30 days of the realization receipt of any resulting Tax Benefits, the amount of any Tax Benefits Actually Realized to the extent of any additional Taxes and decrease in Tax Benefits resulting from the adjustments to Parent's Tax BenefitsReturn. (ii2) If the examination of any federal, state, local or other Tax Return of Holdings, C&A Products Purchaser or any of the Bison Subsidiaries Company for any taxable period ending after the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Parent to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent for one or more periods ending on or before the Closing Date, Holdings Purchaser shall notify Parent and provide it with adequate information so that Parent can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax creditscredits within 30 days of such adjustment. Parent or Seller shall pay to HoldingsPurchaser, within 30 days of the receipt of such information, the amount of any Tax Benefits Actually Realized to the extent of any additional Taxes and decrease in Tax Benefits resulting from the adjustments to Purchaser's or the Company's Tax BenefitsReturn.