Audit Adjustments. At any time or times prior to settlement under this contract the SCR may have invoices or vouchers and statements of cost audited. Each payment there to for made shall be subject to reduction for amounts included in the related invoice or voucher which are found by the SCR, on the basis of such audit, not to constitute allowable cost. Any payment may be reduced for overpayments, or increased for underpayments, on preceding invoices or vouchers.
Audit Adjustments. Notwithstanding anything to the contrary herein, in the event there is an adjustment to any GM Consolidated Return or any Company tax return for any Tax Period as a result of an audit, the computations described in this Section 4.03 will be adjusted to reflect the results of such audit and any amounts payable hereunder shall be increased or decreased to reflect the revised computations.
Audit Adjustments. In the event of a tax audit adjustment relating to the pricing of any Service provided pursuant to this Agreement in which it is determined by a taxing authority that any of the fees charged hereunder, individually or in combination, did not constitute an arm’s length payment, the parties will in good faith discuss and agree to make adjustments to the applicable fees in order to achieve arm’s length pricing. Any adjustment made pursuant to this Section 3.6 shall be reflected in each party’s books and records, and shall create a right to receive payment, in the case of the party that either overpaid or was under-compensated (as applicable), and an obligation to make payment, in the case of the party that either underpaid or was over-compensated (as applicable), in accordance with Section 3.1.
Audit Adjustments. (a) If as a result of the examination of the federal, state, or local income or franchise Tax Returns of the Company, or any group of corporations that includes the Company for a taxable year ending on or before, or including, the Closing Date, there shall be made after the Closing Date any adjustment that increases deductions, losses, or credits against Taxes or that decreases income, gain or recapture of credits against Taxes ("Tax Benefits") or that increases income, gain, or recapture of credits against Taxes or decreases deductions, losses or credits against Taxes ("Tax Detriments") for any taxable year and that will permit Sellers or the Company (or any entity that is included in a Tax Return that includes Purchaser or the Company) to increase the Tax Benefits or decrease the Tax Detriments to which they would otherwise have been entitled for any taxable year beginning on or after the Closing Date, Sellers will notify Purchaser of such adjustment and provide Purchaser with such information as may be necessary for Purchaser to take account of such increases or decreases through the filing of a claim of refund or otherwise. Purchaser shall take any reasonable actions necessary to secure the benefit of such increases or decreases. In any taxable year in which the net effect of such adjustments is a Tax Benefit to the Company, Purchaser shall indemnify Sellers for such benefit (plus any interest actually received by Purchaser from the relevant Tax authority, less Purchaser's reasonable net expenses incurred in securing such benefit) within thirty (30) Business Days after the Tax Return reflecting those net Tax Benefits is filed; if the net effect is a Tax Detriment to the Company, Sellers shall indemnify Purchaser for such detriment (plus any reasonable expenses of Purchaser incurred in attempting to mitigate such detriment) to the extent that such detriment is not indemnified pursuant to this Section 10.6, within thirty (30) Business Days after the Tax Return reflecting those net Tax Detriments is filed. If, after Purchaser or Sellers have made a payment to the other in respect of a Tax Benefit or Tax Detriment, there is a subsequent adjustment in the amount of such Tax Benefit or Tax Detriment as a result of an examination by federal, state, or local Tax authorities, Purchaser or Sellers, as the case may be, shall make an appropriate payment for the amount of such adjustment in such Tax Benefit or Tax Detriment, promptly after the Tax Return reflecting...
Audit Adjustments. (a) If (i) the United States federal income tax liability of the E&S Consolidated Group for any taxable year or period ending on or before, or including, the Disaffiliation Date is increased (whether by reason of the filing of an amended return or refund claim, or as a result of an IRS audit or judicial decision) and (ii) any part of such increase is attributable to Evenflo and/or an Evenflo Subsidiary, the liability of Evenflo and/or the relevant Evenflo Subsidiary for such taxes shall be redetermined in accordance with paragraphs 2, 3 and 4 of the Old Tax Sharing Agreement and Evenflo and the Evenflo Subsidiaries shall be jointly and severally liable to pay E&S any amounts required to be paid by Evenflo or the relevant Evenflo Subsidiary under the Old Tax Sharing Agreement as a result of such redetermination; provided, however, that Evenflo and the Evenflo Subsidiaries shall not be required to pay any amount hereunder in respect of any Taxes that are paid or indemnified by Abarco, N.V. ("Abarco") under Article VIII of the Recapitalization and Stock Purchase Agreement, dated as of August 15, 1996, by and among Strata Holdings L.P., E&S Holdings Corporation and Abarco (the "Abarco Tax Indemnity").
(b) If (i) the United States federal income tax liability of the E&S Consolidated Group is adjusted or redetermined for any taxable year or period ending on or before the Disaffiliation Date and (ii) as a result of such adjustment or redetermination, the E&S Consolidated Group utilizes tax attributes that are, or would have been, allocated and apportioned to members of the Evenflo Consolidated Group but for such utilization, then E&S and the relevant E&S Subsidiaries shall pay to Evenflo the amounts required to be paid for the utilization of such tax attributes under paragraphs 3 and 4 of the Old Tax Sharing Agreement. In the event that members of the E&S Consolidated Group (other than Evenflo or the Evenflo United States Subsidiaries) also have tax attributes that also may be utilized in the same taxable year or period as the Evenflo tax attributes described in this Section 5(b), such E&S and Evenflo tax attributes shall be deemed to be used proportionately.
(c) If (and to the extent that) E&S or any E&S Subsidiary receives any amount from Abarco under the Abarco Tax Indemnity that is attributable to any Taxes that were actually paid by Evenflo or an Evenflo Subsidiary, E&S shall pay such amounts to Evenflo within 10 days of its receipt of such amount.
Audit Adjustments. The Stockholder shall have delivered to Purchaser all audit adjustments proposed by the Auditor with respect to the Total Net Royalties Revenue of the Business for the year ended December 31, 2017, pursuant to Section 1.6.
Audit Adjustments. Where an audit pursuant to Section 4.4 or other review of the Operating Agent’s activities (including an assessment or study pursuant to Section 3.2(b)) identifies a cost for which the Operating Agent invoiced to any Lessee/Owner Party an amount either higher or lower than the costs for which such Party is properly chargeable under this Agreement, then the Operating Agent shall, as appropriate, refund or invoice each affected Party an amount equal to (a) the difference between the amount invoiced and the amount properly charged plus (b) interest on such difference at the True-Up Interest Rate, Compounded Monthly, over the actual number of days elapsed from the date of payment of the original invoice to the date of refund or payment of shortfall.
Audit Adjustments. 48 6.6.3 GROSS UP . . . . . . . . . . . . . . . . . . . . . . . 48 6.6.4
Audit Adjustments. To the extent that United's Tax Returns are adjusted upon examination so as to eliminate, reduce, increase or create tax timing costs for prior periods, the charges for prior tax-timing costs shall be recalculated to be consistent with such adjustment including any carryover adjustments. The difference between the charge previously made and the recalculated charge shall be reflected in the retrospective experience rating of the SHIP (as described in Section 8.3 hereof) for the Policy Year in which such adjustment is agreed to by United and such taxing authority. United shall notify AARP Trust concerning the existence of any audit of its Tax Returns having a potential impact upon the SHIP, and shall consult with AARP Trust regarding its strategy and position with regard to any such audit.
Audit Adjustments. In the event a final audit confirms that wages have been misreported to us, you agree to make corrective adjustments. We and our workers’ compensation carriers reserve the right to inspect the worksite and records pertaining thereto as necessary to validate classifications of workers and change the Classification Codes to conform to industry standards. You agree to pay us any amounts due for carrier or regulatory designated changes to a Classification Code that may alter the total premium due, and we agree to credit you for any changes in Classification Codes that result in a credit to the premium due. This provision expressly survives the expiration or termination of this Agreement. 5.
