Common use of Adjustments Resulting in Underpayments Clause in Contracts

Adjustments Resulting in Underpayments. Distributing Co. shall pay to the applicable Tax Authority when due any additional State Income Tax required to be paid as a result of any adjustment to the Tax liability with respect to any Tax Return for any Consolidated or Combined State Income Tax for any Pre-Distribution Period. Controlled Co. in accordance with Section 2.3(b)(ii) shall pay to Distributing Co. any amount due Distributing Co. under Section 2.3(b)(ii) within ninety (90) days from the date of receipt by Controlled Co. of a written notice and demand from Distributing Co. for payment of the amount due, accompanied by a statement describing in reasonable detail the particulars relating thereto. When the adjustments for a Tax Period create additional State Income Tax with respect to a Consolidated or Combined State Income Tax Return, the Controlled Co. shall pay the Distributing Co. any amount due to the Distributing Co. under Section 2.3(b)(ii) no earlier than when such additional State Income Tax is due. In any other case where the Controlled Co. owes an amount to Distributing Co. under Section 2.3(b)(ii) (where, for example, the adjustments do not create any additional State Income Tax because the Controlled Group uses a Tax Attribute of the Distributing Group), the Controlled Co. shall pay the Distributing Co. any amount due to the Distributing Co. no earlier than after the expiration of the applicable statute of limitations for the Tax period in which the adjustments are made. Controlled Co. shall also pay to Distributing Co. interest on its respective share of any additional Tax computed at the Prime Rate based on the number of days from the date the additional Tax was paid by Distributing Co. to the date of its payment to Distributing Co. under this Section 5.4(a), or in the case the amount due Distributing Co. under Section 2.3(b)(ii) does not involve any additional State Income Tax (because, for example, of the use by Controlled Group of a Tax Attribute of the Distributing Group), from the date any additional Tax would have been required to be paid by Distributing Co. to the date of payment under this Section 5.2(a).

Adjustments Resulting in Underpayments. Distributing Co. shall pay to the applicable Tax Authority Internal Revenue Service when due any additional State Federal Income Tax required to be paid as a result of any adjustment to the Tax liability with respect to any Tax Return for any Distributing Co. Federal Consolidated or Combined State Income Tax for any Pre-Distribution PeriodReturn. The Controlled Co. in accordance with Section 2.3(b)(ii2.2(b) shall pay to Distributing Co. any amount due Distributing Co. under Section 2.3(b)(ii2.2(b) within ninety (90) days from the date of receipt by Controlled Co. of a written notice and demand from Distributing Co. for payment of the amount due, accompanied by a statement describing in reasonable detail the particulars relating thereto. When the adjustments for a Tax Period period create additional State Federal Income Tax with respect to a Distributing Co. Federal Consolidated or Combined State Income Tax Return, the Controlled Co. shall pay the Distributing Co. any amount due to the Distributing Co. under Section 2.3(b)(ii2.2(b) no earlier than when such additional State Federal Income Tax is due. In any other case where the Controlled Co. owes an amount to Distributing Co. under Section 2.3(b)(ii2.2(b) (where, for example, the adjustments do not create any additional State Federal Income Tax because the Controlled Group uses a Tax Attribute of the Distributing Group), the Controlled Co. shall pay the Distributing Co. any amount due to the Distributing Co. under Section 2.2(b) no earlier than after the expiration of the applicable statute of limitations for the Tax period in which the adjustments are made. Controlled Co. Any payments required under this Section 5.2(a) shall also pay to Distributing Co. include interest on its respective share of any additional Tax computed at the Prime Rate based on the number of days from the date the any additional Tax was paid by Distributing Co. to the date of its the payment to Distributing Co. under this Section 5.4(a5.2(a), or in the case the amount due Distributing Co. under Section 2.3(b)(ii2.2(b) does not involve any additional State Federal Income Tax (because, for example, of the use by Controlled Group of a Tax Attribute of the Distributing Group), from the date any additional Tax would have been required to be paid by Distributing Co. to the date of payment under this Section 5.2(a).

Adjustments Resulting in Underpayments. Distributing Co. shall pay to the applicable Tax Authority Internal Revenue Service when due any additional State Federal Income Tax required to be paid as a result of any adjustment to the Tax liability with respect to any Tax Return for any Distributing Co. Federal Consolidated or Combined State Income Tax for any Pre-Distribution PeriodReturn. The Controlled Co. in accordance with Section 2.3(b)(ii2.2(b) shall pay to Distributing Co. any amount due Distributing Co. under Section 2.3(b)(ii2.2(b) within ninety (90) days from the date of receipt by Controlled Co. of a written notice and demand from Distributing Co. for payment of the amount due, accompanied by a statement describing in reasonable detail the particulars relating thereto. When the adjustments for a Tax Period period create additional State Federal Income Tax with respect to a Distributing Co. Federal Consolidated or Combined State Income Tax Return, the Controlled Co. shall pay the Distributing Co. any amount due to the Distributing Co. under Section 2.3(b)(ii2.2(b) no earlier than when such additional State Federal Income Tax is due. In any other case where the Controlled Co. owes an amount to Distributing Co. under Section 2.3(b)(ii2.2(b) (where, for example, the adjustments do not create any additional State Federal Income Tax because the Controlled Group uses a Tax Attribute of the Distributing Group), the Controlled Co. shall pay the Distributing Co. any amount due to the Distributing Co. under Section 2.2(b) no earlier than after the expiration of the applicable statute of limitations for the Tax period in which the adjustments are made. Controlled Co. Any payments required under this Section 5.2(a) shall also pay to Distributing Co. include interest on its respective share of any additional Tax computed at the Prime Rate based on the number of days from the date the any additional Tax was paid by Distributing Co. to the date of its the payment to Distributing Co. under this Section 5.4(a5.2(a), or in the case the amount due Distributing Co. under Section 2.3(b)(ii2.2(b) does not involve any additional State Federal Income Tax (because, for example, of the use by Controlled Group of a Tax Attribute of the Distributing Group), from the date any additional Tax would have been required to be paid by Distributing Co. to the date of payment under this Section 5.2(a).