Common use of Adjusted Taxes Clause in Contracts

Adjusted Taxes. Adjusted Taxes with respect to any Pre-Distribution Tax Period (A) shall be the responsibility of New D&B to the extent that the audit adjustments giving rise to the Adjusted Taxes relate to any member of the New D&B Group, (B) shall be the responsibility of the Corporation to the extent that the audit adjustments giving rise to the Adjusted Taxes relate to any member of the Moody's Group, and (C) shall be shared equally by the Corporation and New D&B to the extent that the audit adjustments giving rise to the Adjusted Taxes are attributable to neither a member of the New D&B Group nor a member of the Moody's Group. Notwithstanding the foregoing, if the Adjusted Taxes attributable to the New D&B Group or the Moody's Group pursuant to clauses (A) or (B) as the case may be, on the one hand, are a Tax liability and the Adjusted Taxes attributable to the other Party pursuant to such clauses, on the other hand, are a Tax refund, then (x) the Party with respect to which the Adjusted Taxes are a Tax liability shall pay the full amount of any net Adjusted Tax liability to the relevant taxing authority; (y) the Party with respect to which the Adjusted Taxes are a Tax refund shall be entitled to receive the full amount of any net Adjusted Tax refund from the relevant taxing authority; and (z) the Party with respect to which the Adjusted Taxes are a Tax liability shall pay the other Party the amount of such Tax refund (net of any amount received from a taxing authority pursuant to clause (y)). If the preceding sentence would apply but for the fact that the Adjusted Taxes in question are attributed to the Parties pursuant to clause (C) (rather than clause (A) or (B)), then the preceding sentence shall apply but shall be modified to account for the shared liability of the Parties pursuant to clause (C).

Adjusted Taxes. Adjusted Taxes with respect to any Pre-Distribution Tax Period (A) shall be the responsibility of New D&B to the extent that the audit adjustments giving rise to the Adjusted Taxes relate to any member of the New D&B Group, (B) shall be the responsibility of the Corporation to the extent that the audit adjustments giving rise to the Adjusted Taxes relate to any member of the Moody's Group, and (C) shall be shared equally by the Corporation and New D&B to the extent that the audit adjustments giving rise to the Adjusted Taxes are attributable to neither a member of the New D&B Group nor a member of the Moody's Group. Notwithstanding the foregoing, if the Adjusted Taxes attributable to the New D&B Group or the Moody's Group pursuant to clauses (A) or (B) as the case may be, on the one hand, are a Tax liability and the Adjusted Taxes attributable to the other Party pursuant to such clauses, on the other hand, are a Tax refund, then (x) the Party with respect to which the Adjusted Taxes are a Tax liability shall pay the full amount of any net Adjusted Tax liability to the relevant taxing authority; (y) the Party with respect to which the Adjusted Taxes are a Tax refund shall be entitled to receive the full amount of any net Adjusted Tax refund from the relevant taxing authority; and (z) the Party with respect to which the Adjusted Taxes are a Tax liability shall pay the other Party the amount of such Tax tax refund (net of any amount received from a taxing authority pursuant to clause (y)). If the preceding sentence would apply but for the fact that the Adjusted Taxes in question are attributed to the Parties pursuant to clause (C) (rather than clause (A) or (B)), then the preceding sentence shall apply but 11 11 shall be modified to account for the shared liability of the Parties pursuant to clause (C).