Common use of CHANGES IN TAX LIABILITY Clause in Contracts

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return reporting a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable law, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return reporting Tax Liability is changed and either of such changes is part of a consolidated tax liability different from settlement agreement with the Group Tax LiabilityInternal Revenue Service or a final "determination" (as that term is defined in Section 1313(a) of the Code), or (ii) the Affiliated Group Tax Liability or any Member’s otherwise pays tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawLiability, then the amounts amount of the payments required that each Member shall make to Newco under paragraph 3 shall be recomputed, subject 4(a) or the amount of the payment required from Newco to the limitations of subparagraph (c) of this Member under paragraph 4, to give effect to such amended return, adjustment or assessment4(b), as the case may be, shall be recomputed by substituting in place of the Group Tax Liability and each Member's Separate Tax Amount the amount of the Group's recomputed tax liability ("Group's Recomputed Tax Liability") or the Member's recomputed tax liability ("Member's Recomputed Tax Liability") after making the adjustments described above. Each Not later than (i) five (5) days before the due date for any additional payment of tax by the Affiliated Group, or (ii) five (5) days after the receipt of a refund or (iii) five (5) days after the event giving rise to the recomputation if such event will not result in the payment of additional tax or the receipt of a refund, each Member shall then pay to ParentNewco, or Parent Newco shall then pay to each the Member, as the case may be, any the difference between the amounts determined by such recomputation Member's Recomputed Tax Liability and the amounts amount previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any a Member’s 's tax liability is adjusted and such adjustment is a part of a final “"determination” " as the that term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or (iii) the Group is assessed and pays federal income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each That Member shall then pay to Parent, or Parent shall then pay to each that Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where in the case of an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (aof(a) forty-five (455) days after before the date of on which such additional payment of tax is due and or (b) forty-five (455) days after the date on which Parent notifies a Member of the amount of payment due from such that Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s 's tax liability is adjusted and such adjustment is a part of a final “"determination” " as the that term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or (iii) the Group is assessed and pays federal income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (455) days after before the date of on which such additional payment of tax is due and (b) forty-five (455) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any a Member’s 's tax liability is adjusted and such adjustment is a part of a final “"determination” " as the that term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or (iii) the Group is assessed and pays federal income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each that Member shall then pay to Parent, or Parent shall then pay to each that Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where in the case of an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (455) days after before the date of on which such additional payment of tax is due and or (b) forty-five (455) days after the date on which Parent notifies a Member of the amount of payment due from such that Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund.