Common use of Adjudications Clause in Contracts

Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service or the relevant state or local authorities, or in any judicial proceedings concerning the determination of the federal income tax liabilities of the Parent Group, Panavision or any Subsidiary of Panavision or the state or local income tax liability of any combined group including Panavision or any Subsidiary of Panavision, the parties shall be represented by persons selected by Parent. Parent shall undertake any settlement or other action that it is permitted to take pursuant to this Paragraph 10 affecting the income tax liability of any member of the Panavision Group or any amount payable by Panavision to or receivable by Panavision from Parent with the same diligence and care as if such action pertained to an income tax liability of Parent and as if any amount that might be so payable or receivable by Panavision were payable or receivable by Parent. Each of Panavision and each Subsidiary of Panavision hereby appoints Parent as its agent for the purpose of proposing and concluding any such settlement.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Panavision Inc), Tax Sharing Agreement (M & F Worldwide Corp), Tax Sharing Agreement (Panavision Inc)

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Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service or the relevant state state, local or local foreign authorities, or in any judicial proceedings concerning the determination of the federal income tax liabilities of the Parent Group, Panavision or any Subsidiary of Panavision or the state state, local or local foreign income tax liability of any combined group including Panavision or any Subsidiary of Panavision, the parties shall be represented by persons selected by Parent. Parent shall undertake any settlement or other action that it is permitted to take pursuant to this Paragraph 10 affecting the income tax liability of any member of the Panavision Group or any amount payable by Panavision to or receivable by Panavision from Parent with the same diligence and care as if such action pertained to an income tax liability of Parent and as if any amount that might be so payable or receivable by Panavision were payable or receivable by Parent. Each of Panavision and each Subsidiary of Panavision hereby appoints Parent as its agent for the purpose of proposing and concluding any such settlement.

Appears in 1 contract

Samples: Tax Sharing Agreement (Panavision Inc)

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