Common use of Allocation of Combined or Consolidated State Income Tax and Foreign Income Tax Adjustments Clause in Contracts

Allocation of Combined or Consolidated State Income Tax and Foreign Income Tax Adjustments. If there is any Audit Adjustment to any Tax Item for any relevant Tax Period beginning after October 31, 2000, the State/Foreign With Amount and the State/Foreign Without Amount shall be recalculated, in accordance with the principles of Section 2.02(b)(i), to reflect such Audit Adjustment. With respect to each such recalculation, New Fluor shall be allocated and liable for, and shall pay to Parent in accordance with the provisions of Section 5, the amount described in whichever one (but not more than one) of the following three clauses is applicable: (1) the amount by which the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated is greater than such excess as previously (and most recently) calculated under this Section 2.02(b), (2) the amount by which the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated is less than such excess as previously (and most recently) calculated or (3) the sum of the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated plus the excess of the State/Foreign Without Amount over the State/Foreign With Amount as previously (and most recently) calculated. With respect to each such recalculation, Parent shall be allocated and liable for, and shall pay to New Fluor in accordance with the provisions of Section 5, the amount described in whichever one (but not more than one) of the following three clauses is applicable: (1) the amount by which the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated is less than such excess as previously (and most recently) calculated under this Section 2.02(b), (2) the amount by which the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated is greater than such excess as previously (and most recently) calculated, or (3) the sum of the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated plus the excess of the State/Foreign With Amount over the State/Foreign Without Amount as previously (and most recently) calculated. The parties agree and understand that their respective obligations to make payments hereunder resulting from Audit Adjustments shall apply in circumstances wherein there is no additional net Tax liability payable to a Tax Authority attributable to the adjustment of one or more Tax Items on the applicable Tax Return but the Audit Adjustments result in changes to the State/Foreign With Amount and/or State/Foreign Without Amount as recalculated to reflect such Audit Adjustments. Notwithstanding the foregoing, with respect to any Tax Period ending after October 31, 2000 and on or before October 31, 2001, (i) the amount of Consolidated or Combined State Income Tax or Foreign Income Tax allocated to, and payable by, the Parent Group shall be zero in the case of any jurisdiction where no member of the Xxxxxx Group would be subject to State Income Tax or Foreign Income Tax, as applicable, but for (A) affiliation with one or more members of the New Fluor Group prior to the Distribution, or (B) affiliation with Parent following the Distribution, provided, however, this clause (B) shall not apply if and to the extent that such State Income Tax or Foreign Income Tax is attributable to operations or activities in which Parent engages following the Distribution; (ii) in the case of any jurisdiction where no member of the New Fluor Group would be subject to State Income Tax but for affiliation with one or more members of the Xxxxxx Group prior to the Distribution, the amount of Consolidated or Combined State Income Tax in such jurisdiction that is allocable to the New Fluor Group shall be 50% of the amount otherwise allocable under the foregoing provisions of this Section 2.02(b)(ii), in which case the remaining 50% shall be allocable to and paid by Parent; and (iii) Parent shall be allocated and shall pay 50% of the excess (if any) of (A) the amount of Kentucky, Virginia and West Virginia State Income Taxes that are otherwise allocable to the New Fluor Group under the foregoing provisions of this Section 2.02(b)(ii), over (B) the amount of Kentucky, Virginia and West Virginia State Income Taxes that would have been incurred by the members of the New Fluor Group had the New Fluor Group (or any members thereof) filed State Separate Company Income Tax Returns in such States on a basis consistent with the State Separate Company Income Tax Returns (if any) filed by such New Fluor Group members in such States prior to the Distribution.

Allocation of Combined or Consolidated State Income Tax and Foreign Income Tax Adjustments. If there is any Audit Adjustment to any Tax Item for any relevant Tax Period beginning after October 31, 2000, the State/Foreign With Amount and the State/Foreign Without Amount shall be recalculated, in accordance with the principles of Section 2.02(b)(i), to reflect such Audit Adjustment. With respect to each such recalculation, New Fluor shall be allocated and liable for, and shall pay to Parent in accordance with the provisions of Section 5, the amount described in whichever one (but not more than one) of the following three clauses is applicable: (1) the amount by which the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated is greater than such excess as previously (and most recently) calculated under this Section 2.02(b), (2) the amount by which the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated is less than such excess as previously (and most recently) calculated or (3) the sum of the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated plus the excess of the State/Foreign Without Amount over the State/Foreign With Amount as previously (and most recently) calculated. With respect to each such recalculation, Parent shall be allocated and liable for, and shall pay to New Fluor in accordance with the provisions of Section 5, the amount described in whichever one (but not more than one) of the following three clauses is applicable: (1) the amount by which the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated is less than such excess as previously (and most recently) calculated under this Section 2.02(b), (2) the amount by which the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated is greater than such excess as previously (and most recently) calculated, or (3) the sum of the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated plus the excess of the State/Foreign With Amount over the State/Foreign Without Amount as previously (and most recently) calculated. The parties agree and understand that their respective obligations to make payments hereunder resulting from Audit Adjustments shall apply in circumstances wherein there is no additional net Tax liability payable to a Tax Authority attributable to the adjustment of one or more Tax Items on the applicable Tax Return but the Audit Adjustments result in changes to the State/Foreign With Amount and/or State/Foreign Without Amount as recalculated to reflect such Audit Adjustments. In the case of any relevant Tax Period ending on October 31, 2000 (if relevant), the preceding provisions of this Section 2.02(b)(ii) shall be applied by substituting "Parent" for "New Fluor" and vice versa. Notwithstanding the foregoing, with respect to any Tax Period ending after October 31, 2000 and on or before October 31, 2001, (i) the amount of Consolidated or Combined State Income Tax or Foreign Income Tax allocated to, and payable by, the Parent Group shall be zero in the case of any jurisdiction where no member of the Xxxxxx Group would be subject to State Income Tax or Foreign Income Tax, as applicable, but for (A) affiliation with one or more members of the New Fluor Group prior to the Distribution, or (B) affiliation with Parent following the Distribution, provided, however, this clause (B) shall not apply if and to the extent that such State Income Tax or Foreign Income Tax is attributable to operations or activities in which Parent engages following the Distribution; , and (ii) the amount of Consolidated or Combined State Income Tax or Foreign Income Tax allocated to, and payable by, the New Fluor Group shall be zero in the case of any jurisdiction where no member of the New Fluor Group would be subject to State Income Tax or Foreign Income Tax, as applicable, but for affiliation with one or more members of the Xxxxxx Group prior to the Distribution, the amount of Consolidated or Combined State Income Tax in such jurisdiction that is allocable to the New Fluor Group shall be 50% of the amount otherwise allocable under the foregoing provisions of this Section 2.02(b)(ii), in which case the remaining 50% shall be allocable to and paid by Parent; and (iii) Parent shall be allocated and shall pay 50% of the excess (if any) of (A) the amount of Kentucky, Virginia and West Virginia State Income Taxes that are otherwise allocable to the New Fluor Group under the foregoing provisions of this Section 2.02(b)(ii), over (B) the amount of Kentucky, Virginia and West Virginia State Income Taxes that would have been incurred by the members of the New Fluor Group had the New Fluor Group (or any members thereof) filed State Separate Company Income Tax Returns in such States on a basis consistent with the State Separate Company Income Tax Returns (if any) filed by such New Fluor Group members in such States prior to the Distribution.

Allocation of Combined or Consolidated State Income Tax and Foreign Income Tax Adjustments. If there is any Audit Adjustment to any Tax Item for any relevant Tax Period beginning after October 31, 2000, the State/Foreign With Amount and the State/Foreign Without Amount shall be recalculated, in accordance with the principles of Section 2.02(b)(i), to reflect such Audit Adjustment. With respect to each such recalculation, New Fluor shall be allocated and liable for, and shall pay to Parent in accordance with the provisions of Section 5, the amount described in whichever one (but not more than one) of the following three clauses is applicable: (1) the amount by which the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated is greater than such excess as previously (and most recently) calculated under this Section 2.02(b), (2) the amount by which the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated is less than such excess as previously (and most recently) calculated or (3) the sum of the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated plus the excess of the State/Foreign Without Amount over the State/Foreign With Amount as previously (and most recently) calculated. With respect to each such recalculation, Parent shall be allocated and liable for, and shall pay to New Fluor in accordance with the provisions of Section 5, the amount described in whichever one (but not more than one) of the following three clauses is applicable: (1) the amount by which the excess of the State/Foreign With Amount over the State/Foreign Without Amount as recalculated is less than such excess as previously (and most recently) calculated under this Section 2.02(b), (2) the amount by which the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated is greater than such excess as previously (and most recently) calculated, or (3) the sum of the excess of the State/Foreign Without Amount over the State/Foreign With Amount as recalculated plus the excess of the State/Foreign With Amount over the State/Foreign Without Amount as previously (and most recently) calculated. The parties agree and understand that their respective obligations to make payments hereunder resulting from Audit Adjustments shall apply in circumstances wherein there is no additional net Tax liability payable to a Tax Authority attributable to the adjustment of one or more Tax Items on the applicable Tax Return but the Audit Adjustments result in changes to the State/Foreign With Amount and/or State/Foreign Without Amount as recalculated to reflect such Audit Adjustments. Notwithstanding In the foregoing, with respect to case of any relevant Tax Period ending after on October 31, 2000 and on or before October 31, 2001, (i) the amount of Consolidated or Combined State Income Tax or Foreign Income Tax allocated to, and payable byif relevant), the Parent Group shall be zero in the case of any jurisdiction where no member of the Xxxxxx Group would be subject to State Income Tax or Foreign Income Tax, as applicable, but for (A) affiliation with one or more members of the New Fluor Group prior to the Distribution, or (B) affiliation with Parent following the Distribution, provided, however, this clause (B) shall not apply if and to the extent that such State Income Tax or Foreign Income Tax is attributable to operations or activities in which Parent engages following the Distribution; (ii) in the case of any jurisdiction where no member of the New Fluor Group would be subject to State Income Tax but for affiliation with one or more members of the Xxxxxx Group prior to the Distribution, the amount of Consolidated or Combined State Income Tax in such jurisdiction that is allocable to the New Fluor Group shall be 50% of the amount otherwise allocable under the foregoing preceding provisions of this Section 2.02(b)(ii), in which case the remaining 50% ) shall be allocable to applied by substituting "Parent" for "New Fluor" and paid by Parent; and (iii) Parent shall be allocated and shall pay 50% of the excess (if any) of (A) the amount of Kentucky, Virginia and West Virginia State Income Taxes that are otherwise allocable to the New Fluor Group under the foregoing provisions of this Section 2.02(b)(ii), over (B) the amount of Kentucky, Virginia and West Virginia State Income Taxes that would have been incurred by the members of the New Fluor Group had the New Fluor Group (or any members thereof) filed State Separate Company Income Tax Returns in such States on a basis consistent with the State Separate Company Income Tax Returns (if any) filed by such New Fluor Group members in such States prior to the Distributionvice versa.