RESTRUCTURING TRANSACTIONS; STOCK REDEMPTION Sample Clauses
RESTRUCTURING TRANSACTIONS; STOCK REDEMPTION. If as a result of any adjustment to any Return arising out of an audit for any Old Period or any other formal action agreed to by any member of the Consolidated Group in accordance with this Agreement, a taxing authority disallows any deduction or increases the amount of any income attributable to the Restructuring Transactions or Stock Redemption taken or reported on an Income Tax Return
RESTRUCTURING TRANSACTIONS; STOCK REDEMPTION. With respect to Other Taxes attributable to the Restructuring Transactions, the Shareholders shall prepare and deliver to the Company for filing the Returns required to be filed by the Consolidated Group or any member thereof as a result of the Restructuring Transactions. The Company shall have the right to review any such Returns (and all related workpapers) prepared by the Shareholders prior to filing such Returns, and shall notify the Shareholders of any disagreement with the information reported in any such Returns, whereupon the Company and the Shareholders shall use their best efforts promptly to resolve any such disagreement; provided, however, that in the event that the Shareholders provide the Company with a legal opinion from a nationally recognized law firm stating that there is substantial authority in support of the information and return positions reflected in such Returns, such information and return positions shall remain as reported in the Returns prepared by the Shareholders hereunder. The Shareholders shall pay to the Company, and the Company shall be responsible for the timely remittance of, all Other Taxes required by law to be paid by the Consolidated Group with respect to the Restructuring Transactions.
RESTRUCTURING TRANSACTIONS; STOCK REDEMPTION. If the Shareholders make a written request to the Company to contest any proposed adjustment to either a consolidated Federal Income Tax Return and/or combined State Income Tax Return of the Consolidated Group that may affect the income, deductions or credits attributable to the Restructuring Transactions or the Stock Redemption or Taxes with respect thereto, or any other adjustment hat could result in the assessment of a Tax deficiency against the Consolidated Group exceeding $50,000 with respect to any Old Period, and if, in the opinion of counsel to the Shareholders, there exists a meritorious basis for contesting the adjustment, the Consolidated Group shall contest or settle the proposed adjustment at the direction and at the expense of the Shareholders.
RESTRUCTURING TRANSACTIONS; STOCK REDEMPTION. If the Shareholders make a written request to the Company to contest any proposed adjustment to a Tax Return of any member of the Consolidated Group that may affect the liability of any member of the Consolidated Group for Other Taxes attributable to the Restructuring Transactions or the Stock Redemption or any other adjustment that may result in the assessment of additional Other Taxes exceeding $50,000, and if, in the opinion of counsel to the Shareholders, there exists a meritorious basis for contesting the adjustment, the Consolidated Group shall contest or settle the proposed adjustment at the direction and at the expense of the Shareholders.