Adjustment of Tax Liability. In the event that the consolidated federal or state income tax liability for any year is redetermined subsequent to the allocation of the consolidated tax liability reported for that tax year, the redetermined tax liability shall be allocated pursuant to this Agreement as if the adjustments and modifications related to the redetermination had been a part of the original return. In the case of a negotiated adjustment not involving an item-by-item modification of the consolidated return, the amount of the adjustment shall be distributed in an appropriate and reasonable manner. Any interest or penalties associated with the underpayment or overpayment of tax shall be allocated based on the allocation of the underlying underpayment or overpayment of tax.
Adjustment of Tax Liability. In the event of any adjustment of the tax liability as to the consolidated state income tax return of the Consolidated Group, by reason of the filing of an amended return, a tentative loss carryback refund application, claim for refund, or arising out of an audit by the state, the liability of the Parent and Subsidiary hereunder shall be redetermined after fully giving effect to any such adjustment as if such adjustment had been a part of the original computation, including any interest and penalties attributable to any such adjustment.
Adjustment of Tax Liability. In the event of any adjustment of the tax liability shown on the Federal income tax returns of the Group, by reason of the filing of an amended return or claim for refund, or arising out of an audit by a taxing authority, the liability of Parent and any Subsidiary hereunder shall be predetermined after fully giving effect to such adjustment as if such adjustment had been made as part of the original computation.
Adjustment of Tax Liability. In any taxable year ending on or before December 31, 2050, Investor's aggregate Tax and Duties liability, exclusive of any loss carry forward, as computed in accordance with Section 19.1 shall be limited to 120% of the amount that would have been payable for such calendar year if Investor's Taxes and Duties were computed in accordance with Law as in effect on the Effective Date. Any claim of adjustment pursuant to this Section 19.3 shall be supported by such documentation as Government may reasonably require and shall be subject to audit. For the avoidance of doubt, income taxes shall not include withholding taxes or amounts collected by Investor from third parties and remitted to Government.
Adjustment of Tax Liability. If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax Liability for which the Century Owners would otherwise be liable pursuant to Sections 10.1 or 10.2, and such change directly results in a decrease in the Tax Liability of Century, Parent or any Affiliate or successor of any thereof for any taxable year or period beginning after the Closing Date or for the portion of any taxable period beginning after the Closing Date, the Century Owners shall not be liable pursuant to such Sections 10.1 or 10.2 with respect to such increase to the extent of such decrease (and, to the extent such increase in Tax Liability is paid to a taxing authority by the Century Owners or any Affiliate thereof, Parent shall pay the Century Owners an amount equal to such decrease).
Adjustment of Tax Liability. In the event of (i) any redetermination of the consolidated federal income tax liability of the Group for any Taxable Period as a result of audit by the Internal Revenue Service, an amended return, a claim for refund or otherwise or (ii) the generation of a net operating loss or similar tax attribute by the Coleman Group that could be used to reduce the Separate Coleman Group Tax Liability for a prior Taxable Period, the Separate Coleman Group Tax Liability shall be recomputed by Parent for such Taxable Period to take into account such redetermination, and the payments pursuant to Section 3 6 hereof shall be appropriately adjusted. Any payment between Parent and Coleman required by such adjustment shall be paid no later than five (5) business days following the earliest date such adjustment can reasonably be calculated. At Parent's sole option, Parent may choose to credit (rather than pay) any adjustment to the Coleman Group, and in such case such credit shall be applied as an offset to all future payments which Coleman would be required to make pursuant to Sections 2 and 3 hereof until such credit has been fully applied.
Adjustment of Tax Liability. In the event of any adjustment of the tax liability under the consolidated state and federal income tax returns, by reason of the filing of an amended return or claim for refund, or arising out of an audit by the Internal Revenue Service or other regulatory agency, the liability of IBC and the Bank under this Agreement shall be redetermined after fully giving effect to any such adjustments as if such adjustment had been made as part of the original computation.
Adjustment of Tax Liability. In the event of any redetermination of the consolidated federal income tax liability of the Group for any Taxable Period as a result of audit by the IRS, amended return, claim for refund or otherwise, the Separate Tax Liability shall be re-computed by Sub and Parent's independent public accountants for such Taxable Period to take into account such redetermination, and the payments and accruals pursuant to Section 3 hereof shall be appropriately adjusted. Any reconciliation between Parent and Sub required by such adjustment shall be paid by Sub, or accrued as a liability of Parent, as the case may be, no sooner than ten (10) days prior to and no later than five (5) days following the earlier of (i) the date of a Final Determination with respect to such redetermination or (ii) the earliest date such adjustment can reasonably be calculated.
Adjustment of Tax Liability. In the event of any redetermination of the consolidated U.S. federal income tax liability of the Group for any Taxable Period as a result of audit by the IRS, amended return, claim for refund or otherwise, the Separate Tax Liability shall be re-computed by a nationally recognized accounting firm selected by Parent for such Taxable Period to take into account such redetermination, and the payments and accruals pursuant to Section 3 hereof shall be appropriately adjusted. Any reconciliation between Parent and Sub required by such adjustment shall be paid by Sub, or accrued as a liability of Parent (or paid by Parent to Sub in the case of a refund from the IRS), as the case may be, no sooner than ten (10) days prior to and no later than five (5) days following the earlier of (i) the date of a Final Determination with respect to such redetermination or (ii) the earliest date such adjustment can reasonably be calculated or, in the case of a refund from the IRS, within five (5) days of the receipt of such refund.
Adjustment of Tax Liability. If any item of income, gain, loss, expense, deduction or credit that enters into the computation of the Chicago Title Consolidated Tax Liability or the Consolidated or Combined State Taxes for the Straddle Period is changed or adjusted by the Internal Revenue Service or by a State or local tax authority and such change or adjustment is part of a final settlement with the Internal Revenue Service or a State or local tax authority that is binding on all parties or, if applicable, a final judicial decision upon the expiration of the time for the decision to be appealed (a "final determination"), Alleghany shall
