Common use of Timing Adjustments Clause in Contracts

Timing Adjustments. (a) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) decreases deductions, losses, or Tax credits, or increases income, gains, or recapture of Tax credits, of WIN or any of its Subsidiaries for a Pre-Closing Period in respect of an item for which WIN is responsible hereunder and (ii) will permit Holdings or any of its Subsidiaries to increase deductions, losses, or Tax credits, or decrease income, gains, or recapture of Tax credits in respect of any item for which Holdings is responsible hereunder, Holdings shall pay to WIN the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized. (b) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) decreases deductions, losses, or Tax credits, or increases income, gains, or recapture of Tax credits, of Holdings or any of its Subsidiaries for a Post-Closing Period in respect of an item for which Holdings is responsible hereunder and (ii) will permit WIN or any of its Subsidiaries to increase deductions, losses, or Tax credits, or decrease income, gains, or recapture of Tax credits in respect of any item for which WIN is responsible hereunder, WIN shall pay to Holdings the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized. (c) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) increases deductions, losses, or Tax credits, or decreases income, gains, or recapture of Tax credits, of WIN or any of its Subsidiaries for a Pre-Closing Period in respect of an item for which WIN is responsible hereunder and (ii) will cause Holdings or any of its Subsidiaries to decrease deductions, losses, or Tax credits, or increase income, gains, or recapture of Tax credits in respect of any item for which Holdings is responsible hereunder, WIN shall pay to Holdings the amounts of any Tax Benefits to WIN and its Subsidiaries that result therefrom (but not more than the increased Tax or loss of Tax Benefit to Holdings and its Subsidiaries) within ten (10) days of the date on which such Tax Benefits are realized. (d) The Party in control of the audit or other examination to which any such adjustment described in 2.8(a), (b) or (c) above relates shall notify the other Party and provide it with adequate information so that it may reflect such adjustment on its applicable Tax Returns.

Timing Adjustments. (a) If an audit or other examination by any Taxing Authority with respect to of any Tax Return prepared in connection with income taxes ("Income Tax Return") of Seller or the Company for taxable periods ending on or before the Closing Date shall result (by final settlement or otherwiseother final disposition) in any adjustment that (i) decreases deductions, losses, or Tax credits, or increases income, gains, or recapture the effect of Tax credits, of WIN or any of its Subsidiaries for a Pre-Closing Period in respect of an item for which WIN is responsible hereunder and (ii) will permit Holdings or any of its Subsidiaries to increase deductions, losses, losses or Tax credits, tax credits or decrease income, gains, gains or recapture of tax credits ("Changes") reflected on the Income Tax credits in respect Returns of any item Buyer or the Company for which Holdings is responsible hereundertaxable periods commencing on or after the Closing Date, Holdings shall pay to WIN the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized. (b) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) decreases deductions, losses, or Tax credits, or increases income, gains, or recapture of Tax credits, of Holdings or any of its Subsidiaries for a Post-Closing Period in respect of an item for which Holdings is responsible hereunder and (ii) Seller will permit WIN or any of its Subsidiaries to increase deductions, losses, or Tax credits, or decrease income, gains, or recapture of Tax credits in respect of any item for which WIN is responsible hereunder, WIN shall pay to Holdings the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized. (c) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) increases deductions, losses, or Tax credits, or decreases income, gains, or recapture of Tax credits, of WIN or any of its Subsidiaries for a Pre-Closing Period in respect of an item for which WIN is responsible hereunder and (ii) will cause Holdings or any of its Subsidiaries to decrease deductions, losses, or Tax credits, or increase income, gains, or recapture of Tax credits in respect of any item for which Holdings is responsible hereunder, WIN shall pay to Holdings the amounts of any Tax Benefits to WIN and its Subsidiaries that result therefrom (but not more than the increased Tax or loss of Tax Benefit to Holdings and its Subsidiaries) within ten (10) days of the date on which such Tax Benefits are realized. (d) The Party in control of the audit or other examination to which any such adjustment described in 2.8(a), (b) or (c) above relates shall notify the other Party Buyer and provide it Buyer with adequate all necessary information so that it may can reflect on the Income Tax Returns of Buyer or the Company any appropriate Changes. If as a result of such adjustment Changes, Buyer enjoys a net Tax Benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in, deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by Buyer as a result of such Changes) (collectively, the "Buyer Benefits") with respect to Income Tax Returns for any taxable period commencing after the Closing Date, Buyer shall promptly make payments to Seller as and when Buyer realizes such Buyer Benefits. Buyer shall cause such Buyer Benefits to be claimed on the appropriate Income Tax Returns of Buyer or the Company commencing with its applicable next Income Tax Returns.Return actually filed more than forty-five days after Buyer has received all necessary information from Seller. Buyer shall also claim Buyer Benefits for taxable years with respect to which Income Tax Returns have been filed after Buyer receives notice of the Changes as follows: