Common use of Amendments to Tax Benefit Schedule Clause in Contracts

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may be amended from time to time by IBGI with the consent of the Audit Committee (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG Holdings, (iii) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expert’s determination under the Reconciliation Procedures. At the time IBGI delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(b) (an “Amended Tax Benefit Schedule”) to IBG Holdings it shall (x) deliver to IBG Holdings schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow IBG Holdings reasonable access to the appropriate representatives at IBGI, IBG LLC and the Advisory Firm in connection with its review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG Holdings, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGI, IBGI and IBG Holdings shall employ the Reconciliation Procedures.

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may shall be amended from time to time by IBGI with the consent of the Audit Committee Corporation (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG HoldingsKRH, (iii) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return Tax Return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expertExpert’s determination under the Reconciliation Procedures. The Corporation shall deliver the Amended Tax Benefit Schedule to KRH within 60 days of the date of the related Determination, receipt of additional information, filing of the amended Tax Return or application form or Expert’s determination, as applicable. At the time IBGI the Corporation delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(bsubsection (b) (an “Amended Tax Benefit Schedule”) to IBG Holdings KRH it shall (x) deliver to IBG Holdings KRH schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow IBG Holdings KRH reasonable access to the appropriate representatives at IBGIthe Corporation, IBG LLC Holdings II and the Advisory Firm in connection with its KRH’s review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG HoldingsKRH, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI the Corporation with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGIthe Corporation, IBGI the Corporation and IBG Holdings KRH shall employ the Reconciliation Procedures.

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may be amended from time to time by IBGI with the consent of the Audit Committee Corporation (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG Holdingsthe Principals, the JGW Holdings Shareholder or the PGHI Shareholders, (iii) to reflect a change in the Realized Tax Benefit or Benefit, Realized Tax Detriment Detriment, a Member Realized Tax Benefit Amount, a Principal Allocable Share, the JGW Holdings Allocable Share or the PGHI Shareholders Allocable Share for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expert’s determination under the Reconciliation Procedures. At the time IBGI the Corporation delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(bsubsection (b) (an “Amended Tax Benefit Schedule”) to IBG a Principal, the JGW Holdings Shareholder or the PGHI Shareholders it shall (x) deliver to IBG such Principal, the JGW Holdings Shareholder or the PGHI Shareholders schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow IBG such Principal, the JGW Holdings Shareholder or the PGHI Shareholders reasonable access to the appropriate representatives at IBGIthe Corporation, IBG JGWPT LLC and the Advisory Firm in connection with its review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG Holdingsany Principal, the JGW Holdings Shareholder or the PGHI Shareholders, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI the Corporation with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGIthe Corporation, IBGI the Corporation, the Principals, the JGW Holdings Shareholder and IBG Holdings the PGHI Shareholders shall employ the Reconciliation Procedures.

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may be amended from time to time by IBGI the Corporation with the consent of the Audit Committee (i) in connection with a Determination or change in applicable law affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG Holdings, (iii) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expert’s determination under the Reconciliation Procedures. At the time IBGI the Corporation delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(b2.5(b) (an “Amended Tax Benefit Schedule”) to IBG Holdings it shall (x) deliver to IBG Holdings schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow IBG Holdings reasonable access to the appropriate representatives at IBGIthe Corporation, IBG LLC the Limited Partnership and the Advisory Firm in connection with its review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG Holdings, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI the Corporation with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGIthe Corporation, IBGI the Corporation and IBG Holdings shall employ the Reconciliation Procedures.

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may shall be amended from time to time by IBGI with the consent of the Audit Committee Blackhawk (i) in connection with a Final Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG HoldingsSafeway, (iii) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return Tax Return filed for such Covered Taxable Year including any such amended Tax Return filed as a result of a Distribution Tax Reporting Notice (including any revised Distribution Tax Reporting Notice) delivered by Safeway (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Final Determination with respect to such change) or (v) to comply with the expertIndependent Accountant’s determination under the Reconciliation Procedures. Blackhawk shall deliver the Amended Tax Benefit Schedule to Safeway within 60 days of the date of the related Final Determination, receipt of additional information, filing of the amended Tax Return or application form or Independent Accountant’s determination, as applicable. At the time IBGI Blackhawk delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(bsubsection (b) (an “Amended Tax Benefit Schedule”) to IBG Holdings Safeway it shall (x) deliver to IBG Holdings Safeway schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow IBG Holdings Safeway reasonable access to the appropriate representatives at IBGI, IBG LLC Blackhawk and the Advisory Firm in connection with its Safeway’s review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG HoldingsSafeway, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI Blackhawk with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGIBlackhawk, IBGI Blackhawk and IBG Holdings Safeway shall employ the Reconciliation Procedures.

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may shall be amended from time to time by IBGI with the consent of the Audit Committee Corporation (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG HoldingsKRH, (iii) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return Tax Return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expertExpert’s determination under the Reconciliation Procedures. The Corporation shall deliver the amended Tax Benefit Schedule to KRH within 60 days of the date of the related Determination, receipt of additional information, filing of the amended tax return or application form or Expert’s determination, as applicable. At the time IBGI the Corporation delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(bsubsection (b) (an “Amended Tax Benefit Schedule”) to IBG Holdings KRH it shall (x) deliver to IBG Holdings KRH schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow IBG Holdings KRH reasonable access to the appropriate representatives at IBGIthe Corporation, IBG LLC Holdings II and the Advisory Firm in connection with its KRH’s review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG HoldingsKRH, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI the Corporation with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGIthe Corporation, IBGI the Corporation and IBG Holdings KRH shall employ the Reconciliation Procedures.

Amendments to Tax Benefit Schedule. A Tax Benefit Schedule for any Covered Taxable Year may be amended from time to time by IBGI with the consent of the Audit Committee Corporation (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Covered Taxable Year after the date the Tax Benefit Schedule was provided to IBG Holdingsthe Members, (iii) to reflect a change in the Realized Tax Benefit or Benefit, Realized Tax Detriment Detriment, a Member Realized Tax Benefit Amount or an Allocable Share for such Covered Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Covered Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year attributable to an amended tax return Tax Return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expertExpert’s determination under the Reconciliation Procedures. At the time IBGI the Corporation delivers such an amended Tax Benefit Schedule pursuant to this Section 2.05(bsubsection (b) (an “Amended Tax Benefit Schedule”) to IBG Holdings a Member it shall (x) deliver to IBG Holdings such Member an Advisory Firm Letter supporting such Amended Tax Benefit Schedule, (y) deliver to the Founding Member and the Member Representative schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (yz) allow IBG Holdings the Founding Members and the Member Representative reasonable access to the appropriate representatives at IBGIthe Corporation, IBG EC LLC and the Advisory Firm in connection with its review of such schedule. Such Amended Tax Benefit Schedule shall become final and binding on the parties unless IBG Holdingsunless, with respect to any change made pursuant to clauses (ii), (iii) or (iv) of the first sentence of this Section 2.2(b), any Founding Member within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides IBGI the Corporation with notice of a material an objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGIthe Corporation, IBGI the Corporation and IBG Holdings the objecting Founding Member shall employ the Reconciliation Procedures.