Common use of Subsequent Adjustments or Refunds Clause in Contracts

Subsequent Adjustments or Refunds. With respect to any Tax period of the Plains Group after December 31, 2001, for which Plains received (or would be entitled to receive) from Spinco a payment pursuant to Paragraph 5 or this Paragraph 12, if the filing of an amended income Tax Return, final determination of any adjustment made by any Tax Authority or the receipt of a refund by Plains occurs with respect to such period and such event would cause a difference in the amount of payment required for such period as previously calculated pursuant to Paragraph 5 or this Xxxxxxxxx 00, Xxxxxx shall give Spinco prompt notice of such difference and Plains shall be obligated to pay or entitled to receive from Spinco the amount of such difference. Any amount required to be paid pursuant to this Paragraph 12 shall include any interest imposed by or received from the Tax Authority if the adjustment results in the payment of Tax to or receipt of Tax from the Tax Authority. In addition, Plains and Spinco acknowledge and agree that the tax sharing agreement in effect for the Plains Group as of December 31, 2001, shall be negated and canceled as of the Spin-Off Date. Plains and Spinco further agree that there are no claims or causes of action under such tax sharing agreement as of December 31, 2001, for periods ending on or before December 31, 2001, by either of them or any member of their respective group against the other or any member of the other's group, and they release each other from any and all such claims. With respect to Taxes for periods ending after December 31, 2001, Plains and Spinco agree that this Agreement shall control. Spinco agrees that it will have no right to request that Plains file an amended return or a claim for refund for any reason, unless Spinco agrees to pay any Tax liability shown thereon or therein and Plains, in its absolute discretion (which may be withheld for any reason), agrees. In the event Spinco generates net operating losses or other Items of Loss or Tax Benefit after the Spin-Off Date that may otherwise be carried back to the taxable income or Tax liability of the Plains Group prior to the Spin-Off Date, Spinco agrees to relinquish the entire carry back period with respect to each such net operating loss or other Items of Loss or Tax Benefit under Section 172(b)(3) or other appropriate sections and to carry forward any such losses and other items.

Subsequent Adjustments or Refunds. With respect to any Tax period of the Plains Group after December 31, 2001, for which Plains received (or would be entitled to receive) from Spinco a payment pursuant to Paragraph 5 or this Paragraph 1213, if the filing of an amended income Tax Return, final determination of any adjustment made by any Tax Authority or the receipt of a refund by Plains occurs with respect to such period and such event would cause a difference in the amount of payment required for such period as previously calculated pursuant to Paragraph 5 or this Xxxxxxxxx 00, Xxxxxx shall give Spinco prompt notice of such difference and Plains shall be obligated to pay or entitled to receive from Spinco the amount of such difference. Any amount required to be paid pursuant to this Paragraph 12 13 shall include any interest imposed by or received from the Tax Authority if the adjustment results in the payment of Tax to or receipt of Tax from the Tax Authority. In addition, Plains and Spinco acknowledge and agree that the tax sharing agreement in effect for the Plains Group as of December 31, 2001, shall be negated and canceled as of the Spin-Off Date. Plains and Spinco further agree that there are no claims or causes of action under such tax sharing agreement as of December 31, 2001, for periods ending on or before December 31, 2001, by either of them or any member of their respective group against the other or any member of the other's group, and they release each other from any and all such claims. With respect to Taxes for periods ending after December 31, 2001, Plains and Spinco agree that this Agreement shall control. Spinco agrees that it will have no right to request that Plains file an amended return or a claim for refund for any reason, unless Spinco agrees to pay any Tax liability shown thereon or therein and Plains, in its absolute discretion (which may be withheld for any reason), agrees. In the event Spinco generates net operating losses or other Items of Loss or Tax Benefit after the Spin-Off Date that may otherwise be carried back to the taxable income or Tax liability of the Plains Group prior to the Spin-Off Date, Spinco agrees to relinquish the entire carry back period with respect to each such net operating loss or other Items of Loss or Tax Benefit under Section 172(b)(3) or other appropriate sections and to carry forward any such losses and other items.

Subsequent Adjustments or Refunds. With respect to any Tax period of the Plains Group after December 31, 2001, for which Plains received (or would be entitled to receive) from Spinco a payment pursuant to Paragraph 5 or this Paragraph 12, if the filing of an amended income Tax Return, final determination of any adjustment made by any Tax Authority or the receipt of a refund by Plains occurs with respect to such period and such event would cause a difference in the amount of payment required for such period as previously calculated pursuant to Paragraph 5 or this Xxxxxxxxx 00Paragraph 12, Xxxxxx Plains shall give Spinco prompt notice of such difference and Plains shall differenxx xxx Xxxxxx xxxxx be obligated to pay or entitled to receive from Spinco the amount of such difference. Any amount required to be paid pursuant to this Paragraph 12 shall include any interest imposed by or received from the Tax Authority if the adjustment results in the payment of Tax to or receipt of Tax from the Tax Authority. In addition, Plains and Spinco acknowledge and agree that the tax sharing agreement in effect for the Plains Group as of December 31, 2001, shall be negated and canceled as of the Spin-Off Date. Plains and Spinco further agree that there are no claims or causes of action under such tax sharing agreement as of December 31, 2001, for periods ending on or before December 31, 2001, by either of them or any member of their respective group against the other or any member of the other's group, and they release each other from any and all such claims. With respect to Taxes for periods ending after December 31, 2001, Plains and Spinco agree that this Agreement shall control. Spinco agrees that it will have no right to request that Plains file an amended return or a claim for refund for any reason, unless Spinco agrees to pay any Tax liability shown thereon or therein and Plains, in its absolute discretion (which may be withheld for any reason), agrees. In the event Spinco generates net operating losses or other Items of Loss or Tax Benefit after the Spin-Off Date that may otherwise be carried back to the taxable income or Tax liability of the Plains Group prior to the Spin-Off Date, Spinco agrees to relinquish the entire carry back period with respect to each such net operating loss or other Items of Loss or Tax Benefit under Section 172(b)(3) or other appropriate sections and to carry forward any such losses and other items.