Common use of Plan Audits Clause in Contracts

Plan Audits. If any audit, examination or similar ----------- proceeding with respect to any Premark Qualified Plan or Premark Welfare Plan or the Unified Plan by the Internal Revenue Service, the U.S. Department of Labor, any government pension supervisory authority of Canada or Ontario, or any other governmental authority, or any litigation arising out of such an audit, examination or similar proceeding, that pertains (in whole or in part) to a period before the Cut-off Date results in the imposition of any Liability, then the portion of such Liability that pertains to a period before the Cut-off Date (an "Audit Liability") shall be allocated between Tupperware and Premark as set forth in this Section 2.12; provided, that the term "Audit -------- Liability" shall not include any portion of such a Liability that results from the loss of any compensation deduction or any related interest or penalties (which shall be governed by the Tax Sharing Agreement).