The Filing Partys rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item.
Bradley, as Trustee of the Trust (the "Agreement") and (b) agrees that if she receives a Tax Benefit arising from an Adjustment with respect to a Tax Item of the Company in the circumstances set forth in Section 3.2 of the Agreement, that she will, on behalf of the Trust, repay same to the Company.
If the total Tax liability with respect to such Shared Liability Tax Item is later determined to be greater than the amount of the advance payment, then the Corporation shall pay New D&B one-half of such 15 15 difference, and if the total Tax liability with respect to such Shared Liability Tax Item is later determined to be less than the amount of the advance payment, then New D&B shall pay the Corporation one-half of such difference, in either case at the time of such later determination.
Tax Item means any item of income, gain, loss, deduction or credit, or other item reflected on a Tax Return or any Tax Attribute.
Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party.