Overall Realized Tax Benefit

Overall Realized Tax Benefit. With respect to any Taxable Year, the positive excess, if any, of (i) the Hypothetical Tax Liability for such Taxable Year (assuming that the Corporation's state and local income Tax liability equals the product of (x) the taxable income and gain determined for the Taxable Year in accordance with this Agreement and (y) a percentage reasonably determined annually by the Corporation that reflects the Corporation's actual blended state and local tax rate (using the apportionment factors set forth... on the relevant Tax Returns unless otherwise determined by the Corporation after consultation with the Participant Representatives) over (ii) the actual liability for Taxes of the Corporation and its Subsidiaries for such Taxable Year View More