ADVERSE EFFECT ISSUES Sample Clauses

ADVERSE EFFECT ISSUES. (a) The procedures set forth in Sections 6.03(c) through 6.06(f) shall apply if - (i) in an examination of a Federal income Tax Return of one of the Parties or any member of its Group (the "Examined Party"), the IRS raises one or more Adverse Effect Issues, or (ii) the Examined Party (whether or not in the course of any audit, examination or other proceeding relating to the determination of its liability for Federal income Taxes) files an amended Federal income Tax Return or claim for refund of Federal income Taxes or otherwise takes a position with the IRS inconsistent with a Federal income Tax Return already filed, if such amended Federal income Tax Return, claim or position is likely, itself or in combination with other issues, to be an Adverse Effect Issue. (b) One or more issues are "Adverse Effect Issues" if, in the reasonable judgment of the Examined Party, the aggregate effect of all such issues with respect to the Periods within an examination cycle or similar proceeding of the Examined Party is significantly likely to increase the liability for Federal income Taxes (less interest) of the Party that is not the Examined Party and the members of its Group (the "Affected Party") by at least $250,000. Only for purposes of determining whether an issue is an Adverse Effect Issue, the amount of such increase in liability for Federal income Taxes shall be measured under the following principles: (i) All increases (less any offsetting decreases resulting from the same or a related item) in the Affected Party's liability for Federal income Tax likely to result from such Adverse Effect Issue for all Periods shall be taken into account, provided, however, that any decrease in liability for Federal income Tax that may result from the sale or disposition of property not expected to be sold or disposed of (for example, stock of an operating subsidiary), or similar items, shall not be taken into account. (ii) Computations of liability for Federal income Tax shall be based on the highest marginal rate of Federal income Tax applicable to the Affected Party for each of the Periods involved. (iii) There shall be taken into account only increases in liability for Federal income Tax as compared with the return position taken by the Affected Party. (c) In each case, the Parties shall use their reasonable best efforts to identify issues that are, or in combination with other issues could become, Adverse Effect Issues. (i) Promptly upon becoming aware that any Adverse Eff...