Common use of Applicable Principles Clause in Contracts

Applicable Principles. The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporation for such Taxable Year attributable to the Exchange Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation. Carryovers or carrybacks of any Tax item attributable to the Exchange Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. The parties agree that (i) all Tax Benefit Payments attributable to the Exchange Basis Adjustments, other than (x) amounts accounted for as Imputed Interest or (y) Tax Benefit Payments payable to the Parthenon Shareholders, will (A) be treated as subsequent upward purchase price adjustments that give rise to further Exchange Basis Adjustments to Exchange Assets for the Corporation and (B) have the effect of creating additional Exchange Basis Adjustments to Exchange Assets for the Corporation in the year of payment, and (ii) as a result, such additional Exchange Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Principles. The Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Exchange Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the CorporationCode. Carryovers or carrybacks of any Tax item attributable to the Exchange Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) all Tax Benefit Payments attributable to the Basis Adjustments in respect of a taxable Exchange Basis Adjustments, (other than (x) amounts accounted for as Imputed Interest or (yinterest under the Code) Tax Benefit Payments payable to the Parthenon Shareholders, will (A) be treated as subsequent upward purchase price adjustments that give rise to further Exchange Basis Adjustments to Exchange Assets for the Corporation and (B) have the effect of creating additional Exchange Basis Adjustments to Exchange Reference Assets for the Corporation Corporate Taxpayer in the year of payment, and (ii) as a result, such additional Exchange Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Principles. The Subject to Section 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Exchange Basis Adjustments and Imputed InterestTax Attributes, determined using a “with and without” methodology. For Carryovers or carrybacks of any Tax item attributable to any of the avoidance Tax Attributes shall be considered to be subject to the rules of doubtthe Code and the Treasury Regulations governing the use, limitation and expiration of carryovers or carrybacks of the actual liability for Taxes relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Tax Attribute and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (A) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest) attributable to the Basis Adjustments will be treated as subsequent upward purchase price adjustments that have the effect of creating additional Basis Adjustments to Reference Assets in the year of payment, (B) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate, and (C) the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation. Carryovers or carrybacks of any Tax item attributable to the Exchange Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. The parties agree that (i) all Tax Benefit Payments attributable to the Exchange Basis Adjustments, other than (x) amounts accounted for as Imputed Interest or (y) Tax Benefit Payments payable to the Parthenon Shareholders, will (A) be treated as subsequent upward purchase price adjustments that give rise to further Exchange Basis Adjustments to Exchange Assets for the Corporation and (B) have the effect of creating additional Exchange Basis Adjustments to Exchange Assets for the Corporation in the year of payment, and (ii) as a result, such additional Exchange Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriateInterest.