Common use of Agreed Items Clause in Contracts

Agreed Items. 2.1. The consolidated federal income tax returns of CFI for the taxable years 1984 through and including 1990 have been audited by the IRS, which has proposed adjustments thereto. Except with respect to the Workers Compensation Adjustments, the adjustments relating to CFC (hereinafter the "1984-1990 CFC Adjustments") have been agreed between CNF and the IRS, after consultation with CFC. 2.2. The consolidated federal income tax returns for CFI for the taxable years 1991 through 1996 have been audited by the IRS, which has proposed adjustments thereto. Certain of the adjustments, listed on Exhibit A hereto, relate in whole or in part to items for which CFC is responsible under the Tax Sharing Agreement, and which carry forward adjustments from earlier tax years (hereinafter the "1991-1996 CFC Carryforward Adjustments"). Except with respect to the Workers Compensation Adjustments, all of the 1991-1996 CFC Carryforward Adjustments have been agreed between the IRS and CNF, after consultation with CFC. 2.3. The 1984-1990 CFC Adjustments and the 1991-1996 CFC Carryforward Adjustments (collectively, the "CFC Allocated Adjustments"), assuming that CNF and CFC are not able to obtain reductions to the Workers Compensation Adjustments from the adjustments proposed by the IRS, including interest with respect thereto through April 30, 1999, have been calculated by CNF to total Eighty-Three Million, Six Hundred Twenty-Two Thousand, Two Hundred Ninety-Eight Dollars ($83,622,298). CNF and CFC agree that CFC is entitled to a credit against such amount of $5,000,000, in full satisfaction of CNF's obligation to true-up amounts previously paid with respect to the 1996 Consolidated Group Federal income tax return. As a result, CNF claims entitlement to receive Seventy-Eight Million, Six Hundred Twenty-Two Thousand, Two Hundred Ninety-Eight Dollars ($78,622,298) from CFC with respect to the CFC Allocated Adjustments, plus interest until the date of payment (the "Disputed Amount").