Common use of Utilization of Tax Attributes Clause in Contracts

Utilization of Tax Attributes. (a) For any Tax Return (other than a Tax Return subject to an Adjustment, which is governed by Section 4.1(c)), to the extent a Tax Attribute of a Party determined on a “with and without basis” or otherwise designated by the Parties (the “First Party’s Tax Attribute”) is either (1) utilized to offset Taxes due and payable by the second Party, or (2) refunded to the second Party, the second Party shall pay to the first Party an amount equal to (1) the amount by which the second Party’s Taxes were reduced through utilization of the First Party’s Tax Attribute, or (2) the amount of any refund received by the second Party that is attributable to the First Party’s Tax Attribute, respectively. All payments pursuant to this Section 3.5 shall be calculated on an item-by-item basis, such that both Parties may owe payments to the other Party with respect to different items arising in the same year. For the avoidance of doubt, the Parties agree that this Section 3.5 shall be interpreted such that neither Party should benefit to the detriment of the other. Whether a Tax Attribute is a First Party’s Tax Attribute for purposes of this Section 3.5(a) shall be determined without regard to the allocation of such Tax Attribute (if any) under Section 4.4(a). (b) To the extent that (1) a Party applies or causes to be applied any otherwise refundable amount as a credit toward or a reduction in Taxes otherwise payable (e.g., through an offset to estimated payments, extension payments, or payments made with the filing of the return), or a Taxing Authority requires such application in lieu of a Refund, and (2) such otherwise refundable amount, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 3.5, then such Party shall pay such amount to the other Party no later than ten (10) days after such otherwise refundable amount is applied to reduce Taxes otherwise payable.

Utilization of Tax Attributes. (a) For any Tax Return (other than a Tax Return subject to an Adjustment, which is governed by Section 4.1(c)), to the extent a Tax Attribute Attributes of a Party determined on a “with and without basis” or otherwise designated by the Parties (the “First Party’s Tax Attribute”) is are either (1) utilized to offset Taxes due and payable by the second Party, or (2) are refunded to the second Party, the second Party shall pay to the first Party an amount equal to (1) the amount by which the second Party’s Taxes were reduced through utilization of the First first Party’s Tax AttributeAttributes, or (2) the amount of any refund received by the second Party that is attributable to the First first Party’s Tax Attribute, respectively. All payments pursuant to this Section 3.5 shall be calculated on an item-by-item basis, such that both Parties may owe payments to the other Party with respect to different items arising in the same year. For the avoidance of doubt, the Parties agree that this Section 3.5 shall be interpreted such that neither Party should benefit to the detriment of the other. Whether a Tax Attribute is a First Party’s Tax Attribute for purposes of this Section 3.5(a) shall be determined without regard to the allocation of such Tax Attribute (if any) under Section 4.4(a). (b) To the extent that (1) a Party applies or causes to be applied any otherwise refundable amount as a credit toward or a reduction in Taxes otherwise payable (e.g., through an offset to estimated payments, extension payments, or payments made with the filing of the return), or a Taxing Authority requires such application in lieu of a Refund, and (2) such otherwise refundable amount, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 3.5, then such Party shall pay such amount to the other Party no later than ten (10) days after such otherwise refundable amount is applied to reduce Taxes otherwise payable.