Adjustments for Liabilities. If the Receiver discovers at any time subsequent to the Bank Closing Date that any Claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of such Claim or the facts giving rise thereto been known as of the Bank Closing Date, the Receiver may, in its discretion, at any time, require that the liability related to such Claim be assumed by the Bridge Bank in a manner consistent with the intent. The Receiver will make appropriate adjustments to the Pro Forma Statement provided by the Receiver to the Bridge Bank pursuant to Section 3.01 as may be necessary.
Adjustments for Liabilities. If (i) any liability (including but not limited to a contingent liability) of any member of the Overnite Consolidated Group or the Overnite Unitary Group becomes payable or accrues at or after the Offering Date, and (ii) such event results in a net increase in the Aggregate Deemed Sales Price, then any Income Tax resulting therefrom shall be allocated to the Overnite Consolidated Group; provided, however, that such Income Tax shall be allocated to UPC to the extent that either (x) the UPC Consolidated Group receives a corresponding and offsetting Tax Benefit in any Post-Offering Period, or (y) the Overall Consolidated Group receives such Tax Benefit relating to such liability in any Pre-Offering Period. The members of the UPC Consolidated Group and the Overall Consolidated Group shall claim all deductions to which they are entitled under the Tax law with respect to any liability giving rise to the application of this Section 3.6.
Adjustments for Liabilities. (A) On the Adjustment Date, without further act by any of the parties, the then aggregate principal amount of the Notes shall be reduced to an amount (no less than 0) equal to the product of (x) the aggregate principal amount of the Notes immediately prior to making the reduction and (y) a fraction, the numerator of which is $500,000 MINUS the amount of Liabilities and the denominator of which is $500,000 (the "Adjustment Fraction"). On the Adjustment Date, the aggregate amount of accrued and unpaid interest on the Notes shall be reduced to an amount (no less than 0) equal to the product of (xx) the aggregate amount of accrued and unpaid interest on the Notes immediately prior to making the adjustment and (yy) the Adjustment Fraction. The foregoing adjustments shall be made ratably to each Note based on the outstanding principal amount thereof relative to the aggregate outstanding principal amount of all of the Notes.
