Common use of Adjustments to Tax Liability Clause in Contracts

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or credits pertaining to the Subsidiaries, as reported in a Consolidated Return filed by Parent, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees to exercise its contest rights under the Master Agreement on behalf of any First Tier Subsidiary and the reasonable costs so incurred by Mission Group shall be allocated upon such basis as is mutually agreed to by Mission Group and such First Tier Subsidiary in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group or any of the First Tier Subsidiaries under this Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of such excess shall be made by the appropriate party, as the case may be, on the earliest date on which (i) Parent shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any payment between Mission Group and any of the First Tier Subsidiaries pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or credits pertaining to the EME or any of its Lower Tier Subsidiaries, as reported in a Consolidated Return filed by ParentEdison International, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries EME or such Lower Tier Subsidiary shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group MEH agrees to exercise its contest rights under the Master Group Agreement on behalf of any First Tier Subsidiary EME and the reasonable costs so incurred by Mission Group MEH shall be allocated upon such basis as is mutually agreed to by Mission Group MEH and such First Tier Subsidiary EME in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group MEH or any of the First Tier Subsidiaries EME under this Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of such excess shall be made by the appropriate party, as the case may be, on the earliest date on which (i) Parent Edison International shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent Edison International shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any . Any payment between Mission Group MEH and any of the First Tier Subsidiaries EME pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final.

Adjustments to Tax Liability. If the consolidated Federal income tax ---------------------------- liability of the Group or any adjustments are made of its members is adjusted for any taxable period for any reason other than a loss or credit carryback to the incomeextent already provided for in Section 2(c), gainswhether by means of an amended return, lossesjudicial decision, deductions claim for refund or credits pertaining to tax audit by the SubsidiariesIRS, as reported in a Consolidated Return filed Separate Company Tax Liability or the amount of tax benefits realized by Parent, the Group by reason of the filing use of an amended return CCPR's or claim for refund, CCPR's Hypothetical Subsidiary Group's losses or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries credits shall be redetermined recomputed to give effect to such adjustment, and the amount of any payments due under Section 2 hereof shall be appropriately adjusted. Any additional payment between New CCI and CCPR, or between CCPR and Services, required by reason of such adjustment as recomputed Separate Company Tax Liability or Group tax benefits shall include an allocable share of any refunded interest received from the IRS, if it had been made as part applicable, or deficiency interest, penalties and additions to tax, if applicable (such allocable share of the filed Consolidated Return. If any refunded interest or penalty is deficiency interest, penalties and additions to tax shall be paid or charged, respectively, to CCPR or Services, as appropriate, to the extent such amount relates to (a) reduced Group tax liability due to decreased Separate Company Tax Liability or increased Group tax benefits resulting from increased use of CCPR or Services, as appropriate, losses or credits, on the one hand, or (b) increased Group tax benefits resulting from increased use of CCPR or Services, as appropriate, losses or credits, on the hand, or (b) increased Group tax liability due to increased Separate Company Tax Liability or decreased Group tax benefits arising from decreased use of CCPR or Services, as appropriate, losses or credits, on the other hand). Any payments to be paid to or interest received as a result of a tax deficiency by Services or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees to exercise its contest rights under the Master Agreement on behalf of any First Tier Subsidiary and the reasonable costs so incurred by Mission Group shall be allocated upon such basis as is mutually agreed to by Mission Group and such First Tier Subsidiary in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group or any of the First Tier Subsidiaries CCPR under this Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of such excess Section 3 shall be made by the appropriate party, as the case may be, on or before the earliest date on which to occur of (i) Parent shall paya decision by a court of competent jurisdiction that is not subject to further judicial review (by appeal or otherwise) and has become final, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any payment between Mission Group and any of the First Tier Subsidiaries pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable time for (a) filing a claim for refund or (b) instituting suit in respect of a claim for refund disallowed in whole or in part by the IRS or for which in the IRS took no action, (iii) the execution of a closing agreement under Section 7121 of the Code or the acceptance by the IRS or its counsel of an offer in compromise under Section 7122 of the Code (or any successor provisions) except as to reserved matters specified therein, (iv) the expiration of 30 days after (a) IRS acceptance of a Waiver of Restrictions on Assessment and Collection of Deficiency in Tax on Overassessment on Internal Revenue Form 870 or 870-AD (or any successor comparable form) except as to reserved matters specified therein, or (b) the expiration of the ninety-day period after receipt of the statutory notice of deficiency resulting in immediate assessment, unless within such 30 days New CCI notifies CCPR of its intent to attempt recovery of any relevant amounts paid under the waiver by filing a timely claim for refund or CCPR has requested New CCI attempt recovery of relevant amounts paid and complied with and subject to paragraph 7 hereof, (v) the expiration of the statute of limitations with respect to the taxable relevant period to which such adjustment relates, or, if such adjustment was made pursuant to or (vi) any other event the parties reasonably agree is a decision final determination of a court, the tax liability at the time such decision shall become finalissue.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions deductions, or credits pertaining to the Subsidiariesany Member with respect to any Consolidated Year, as reported in a Consolidated Return filed by ParentReturn, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agencyService, then the Separate Tax Liability Liabilities or the Separate Tax Benefit Benefits, as the case may be, of the Subsidiaries each Member shall be redetermined to give effect to any such adjustment adjustments as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees Either CMS or the Subsidiary affected may contest or cause to exercise its contest rights under the Master Agreement on behalf of be contested any First Tier Subsidiary adjustments to income, gains, losses, deductions, credits or interest or penalty assessments and the reasonable costs so incurred by Mission Group in contesting such adjustments or assessments shall be allocated upon such basis as is mutually agreed to by Mission Group CMS and such First Tier the Subsidiary affected in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group CMS or any of the First Tier Subsidiaries under this Agreement, as the case may be, shall exceed the amounts previously paid to such partyMember, then payment of such excess shall be made by the appropriate partymember, as the case may be, on within 30 days after the earliest date on which (i) Parent CMS shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; , (ii) Parent CMS shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; adjustment or (iii) such adjustment shall become final; any payment between Mission Group and any of the First Tier Subsidiaries pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final.provided,

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or credits pertaining to the Subsidiaries, as reported in a Consolidated Return filed by ParentEIX, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group MEHC agrees to exercise its contest rights under the Master EMG Agreement on behalf of any and First Tier Subsidiary and the reasonable costs so incurred by Mission Group MEHC shall be allocated upon such basis as is mutually agreed to by Mission Group MEHC and such First Tier Subsidiary in advance of such contest. If, as a result of such redeterminationre determination, any amounts due to Mission Group MEHC or any of the First Tier Subsidiaries under this Agreement, as the case may be, ; shall exceed the amounts previously paid to such party, then payment of such excess shall be made by the appropriate party, as the case may be, on the earliest date on which (i) Parent EIX shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent EIX shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any . Any payment between Mission Group MEHC and any of the First Tier Subsidiaries pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final. If a First Tier Subsidiary is unable to pay to MEHC any amounts due and owing under this Section 3, MEHC shall have the right to offset such deficiency against any present or future payment obligations of MEHC to such First Tier Subsidiary under Section 1 of this Agreement.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions deductions, or credits pertaining to the Subsidiaries, a Member as reported in a Consolidated Return filed by ParentReturn, by reason of the filing of any amended return or claim for refund, including an amended return or claim for refundrefund resulting from a carryback, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liabilities, Net Losses and Separate Tax Benefits, as the case may be, of each Member and the aggregate Separate Tax Liability or the aggregate Separate Tax Benefit of the Subsidiaries each Company Group shall be redetermined re-determined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees Either the Parent or the Company affected may contest or cause to exercise its contest rights under the Master Agreement on behalf of be contested any First Tier Subsidiary adjustments to income, gains, losses, deductions, credits or interest or penalty assessments and the reasonable costs so incurred by Mission Group in contesting such adjustments or assessments shall be allocated upon such basis as is mutually agreed to by Mission Group the Parent and such First Tier Subsidiary the Company affected in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group the Parent or any of the First Tier Subsidiaries Companies under this Agreement, as the case may be, shall exceed the amounts previously paid to such partyParty, then payment of such excess shall be made by the appropriate partyParty, as the case may be, on the earliest date on which (i) the Parent shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; , (ii) the Parent shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; adjustment or (iii) such adjustment shall become final; provided, that any payment between Mission Group the Parent and any of the First Tier Subsidiaries a Company pursuant to (i) or (ii) above, however, above shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 37, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period year to which such adjustment relates, or, if such adjustment was made pursuant to a closing agreement with the Internal Revenue Service or applicable state agency, at the time such agreement is signed by all parties, or if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or credits pertaining to the SubsidiariesFunding or any Subsidiary which is owned directly or indirectly by Funding, as reported in a Consolidated Return filed by ParentSCEcorp, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries Funding or such Subsidiary shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group Financial agrees to exercise its contest rights under the Master Group Agreement on behalf of any First Tier Subsidiary Funding and the reasonable costs so incurred by Mission Group Financial shall be allocated upon such basis as is mutually agreed to by Mission Group Financial and such First Tier Subsidiary Funding in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group Financial or any of the First Tier Subsidiaries Funding under this Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of such excess shall be made by the appropriate party, as the case may be, on the earliest date on which (i) Parent SCEcorp shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent SCEcorp shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any payment between Mission Group Financial and any of the First Tier Subsidiaries Funding pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions deductions, or credits pertaining to the Companies or their respective Subsidiaries, as reported in a Consolidated Return filed by ParentReturn, by reason of the filing of an any amended return or claim for refund, or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the aggregate Separate Tax Liability Liabilities or the aggregate Separate Tax Benefit Benefits, as the case may be, of the each Company and its Subsidiaries shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees Either Parent or the Company affected may contest or cause to exercise its contest rights under the Master Agreement on behalf of be contested any First Tier Subsidiary adjustments to income, gains, losses, deductions, credits or interest or penalty assessments and the reasonable costs so incurred by Mission Group in contesting such adjustments or assessments shall be allocated upon such basis as is mutually agreed to by Mission Group Parent and such First Tier Subsidiary the Company affected in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group Parent or any either of the First Tier Subsidiaries Companies under this Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of such excess shall be made by the appropriate party, as the case may be, on the earliest date on which (i) Parent shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; , (ii) Parent shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; adjustment or (iii) such adjustment shall become final; any payment between Mission Group Parent and any of the First Tier Subsidiaries a Company pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 36, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final.

Adjustments to Tax Liability. If the consolidated Federal income ---------------------------- tax liability of the Group or any adjustments are made of its members is adjusted for any taxable period for any reason other than a loss or credit carryback to the incomeextent already provided for in Section 2(c), gainswhether by means of an amended return, lossesjudicial decision, deductions claim for refund or credits pertaining to tax audit by the SubsidiariesIRS, as reported in a Consolidated Return filed Separate Company Tax Liability or the amount of tax benefits realized by Parent, the Group by reason of the filing use of an amended return CCPR's or claim for refund, CCPR's Hypothetical Subsidiary Group's losses or arising out of an audit of such Consolidated Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries credits shall be redetermined recomputed to give effect to such adjustment, and the amount of any payments due under Section 2 hereof shall be appropriately adjusted. Any additional payment between New CCI and CCPR, or between CCPR and Services, required by reason of such adjustment as recomputed Separate Company Tax Liability or Group tax benefits shall include an allocable share of any refunded interest received from the IRS, if it had been made as part applicable, or deficiency interest, penalties and additions to tax, if applicable (such allocable share of the filed Consolidated Return. If any refunded interest or penalty is deficiency interest, penalties and additions to tax shall be paid or charged, respectively, to CCPR or Services, as appropriate, to the extent such amount relates to (a) reduced Group tax liability due to decreased Separate Company Tax Liability or increased Group tax benefits resulting from increased use of CCPR or Services, as appropriate, losses or credits, on the one hand, or (b) increased Group tax liability due to increased Separate Company Tax Liability or decreased Group tax benefits arising from decreased use of CCPR or Services, as appropriate, losses or credits, on the other hand). Any payments to be paid to or interest received as a result of a tax deficiency by Services or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees to exercise its contest rights under the Master Agreement on behalf of any First Tier Subsidiary and the reasonable costs so incurred by Mission Group shall be allocated upon such basis as is mutually agreed to by Mission Group and such First Tier Subsidiary in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group or any of the First Tier Subsidiaries CCPR under this Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of such excess Section 3 shall be made by the appropriate party, as the case may be, on or before the earliest date on which to occur of (i) Parent shall paya decision by a court of competent jurisdiction that is not subject to further judicial review (by appeal or otherwise) and has become final, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any payment between Mission Group and any of the First Tier Subsidiaries pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 3, an adjustment shall become final at the time of the expiration of the applicable time for (a) filing a claim for refund or (b) instituting suit in respect of a claim for refund disallowed in whole or in part by the IRS or for which the IRS took no action, (iii) the execution of a closing agreement under Section 7121 of the Code or the acceptance by the IRS or its counsel of an offer in compromise under Section 7122 of the Code (or any successor provisions) except as to reserved matters specified therein, (iv) the expiration of 30 days after (a) IRS acceptance of a Waiver of Restrictions on Assessment and Collection of Deficiency in Tax on Overassessment on Internal Revenue Form 870 or 870-AD (or any successor comparable form) except as to reserved matters specified therein, or (b) the expiration of the ninety-day period after receipt of the statutory notice of deficiency resulting in immediate assessment, unless within such 30 days New CCI notifies CCPR of its intent to attempt recovery of any relevant amounts paid under the waiver by filing a timely claim for refund or CCPR has requested New CCI attempt recovery of relevant amounts paid and complied with and subject to paragraph 7 hereof, (v) the expiration of the statute of limitations with respect to the taxable relevant period to which such adjustment relates, or, if such adjustment was made pursuant to or (vi) any other event the parties reasonably agree is a decision final determination of a court, the tax liability at the time such decision shall become finalissue.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or credits pertaining to the SubsidiariesEME or any of its subsidiaries, as reported in a Consolidated Return federal or state combined/consolidated income tax return filed by ParentEIX, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return consolidated return by the Internal Revenue Service or applicable state agency, then the tax Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries Subgroup Members shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Returncombined or consolidated return. If there are carrybacks or carryforwards of net operating losses that reduce the tax due, they shall be allocated against tax liability among the Subgroup Members consistent with the principles of Section 1 above. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees to exercise its contest rights under the Master Agreement on behalf of any First Tier Subsidiary and the reasonable costs so incurred by Mission Group shall be allocated upon such basis as is mutually agreed to by Mission Group and such First Tier Subsidiary in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group or any of from the First Tier Subsidiaries under this AgreementSubgroup Members, as the case may be, shall exceed the amounts previously paid to by such party, then payment of such excess shall be made by the appropriate party, as the case may beupon demand by EMHC, on the earliest date on which (i) Parent EIX shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent EIX shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any . Any payment between Mission Group and any of among the First Tier Subsidiaries Subgroup Members pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 34, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final. Notwithstanding the foregoing, payment shall only be made to EMHC provided that such payments are consistent with and are not limited by debt financing restrictions and covenants.

Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or credits pertaining to the SubsidiariesEME or any of its subsidiaries, as reported in a Consolidated Return federal or state combined/consolidated income tax return filed by ParentEIX, by reason of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated Return consolidated return by the Internal Revenue Service or applicable state agency, then the tax Separate Tax Liability or the Separate Tax Benefit of the Subsidiaries Subgroup Members shall be redetermined to give effect to any such adjustment as if it had been made as part of the filed Consolidated Returncombined or consolidated return. If there are carrybacks or carryforwards of net operating losses that reduce the tax due, they shall be allocated against tax liability among the Subgroup Members consistent with the principles of Section 1 above. If any interest or penalty is to be paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees to exercise its contest rights under the Master Agreement on behalf of any First Tier Subsidiary and the reasonable costs so incurred by Mission Group shall be allocated upon such basis as is mutually agreed to by Mission Group and such First Tier Subsidiary in advance of such contest. If, as a result of such redetermination, any amounts due to Mission Group or any of from the First Tier Subsidiaries under this AgreementSubgroup Members, as the case may be, shall exceed the amounts previously paid to by such party, then payment of such excess shall be made by the appropriate party, as the case may beupon demand by EMMH, on the earliest date on which (i) Parent EIX shall pay, or be deemed to have paid, any additional taxes resulting from any such adjustment; (ii) Parent EIX shall receive, or be deemed to have received, a refund of taxes resulting from any such adjustment; or (iii) such adjustment shall become final; any . Any payment between Mission Group and any of among the First Tier Subsidiaries Subgroup Members pursuant to (i) or (ii) above, however, shall not become final until the adjustment with respect to which the redetermination was made becomes final. For purposes of this Section 34, an adjustment shall become final at the time of the expiration of the applicable statute of limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment was made pursuant to a decision of a court, at the time such decision shall become final. Notwithstanding the foregoing, payment shall only be made to EMMH provided that such payments are consistent with and are not limited by debt financing restrictions and covenants.