Common use of Audit Adjustments Clause in Contracts

Audit Adjustments. (a) If as a result of any Final Determination there is an adjustment to any Tax Return relating, in whole or in part, to Tax for which Xxxx Xxx is responsible under Section 2.1, and if such adjustment results in both (i) a Tax Detriment to Xxxx Xxx or one or more of its Affiliates for any taxable period and (ii) a Tax Benefit to HBI or one or more of its Affiliates for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI), then HBI shall pay to Xxxx Xxx an amount equal to the lesser of such Tax Benefit and such Tax Detriment. (b) If as a result of any Final Determination there is an adjustment to any Tax Return relating, in whole or in part, to Tax for which HBI is responsible under Section 2.1, and if such adjustment results in both (i) a Tax Detriment to HBI or one or more of its Affiliates for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI) and (ii) a Tax Benefit to Xxxx Xxx or one or more of its Affiliates for any taxable period, then Xxxx Xxx shall pay to HBI an amount equal to the lesser of such Tax Benefit and such Tax Detriment. (c) Payments provided for under this Section 2.7 shall be made the later of (i) the date of the Final Determination giving rise to the adjustment, and (ii) at the earlier of such time or times that (A) a party realizes the Tax Benefit, whether by way of a reduction in Taxes, refund, offset against other Taxes, or otherwise, or (B) such Tax Benefit causes an increase in a party’s Deferred Tax Assets. If a payment to be made pursuant to this Section 2.7 has been deferred because the party entitled to a Tax Benefit has not yet realized such Tax Benefit or such Tax Benefit has not yet increased that party’s Deferred Tax Assets, then such party shall provide the other party on an annual basis a certification by an appropriate officer of such first party that such Tax Benefit has not yet been realized and that such Tax Benefit has not yet increased that party’s Deferred Tax Assets, or a computation of the amount of such Tax Benefit realized in the prior year or the amount such Tax Benefit increased that party’s Deferred Tax Assets, together with information reasonably necessary to support the statements contained in the certification. Failure of such party to provide such certification within 30 days after receiving written notice requesting such notification from the other party shall be deemed conclusive evidence that the entire amount of such Tax Benefit has been realized as of such date.

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 any Final Determination there is an adjustment to any Tax Return relating, in whole IRS audit or in part, to Tax for which Xxxx Xxx is responsible under Section 2.1, and if such adjustment results in both (ijudicial decision) a Tax Detriment to Xxxx Xxx or one or more of its Affiliates for any taxable period and (ii) a Tax Benefit to HBI or one or more of its Affiliates for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI), then HBI shall pay to Xxxx Xxx an amount equal to the lesser 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 Benefit 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 DetrimentIndemnity"). (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 any Final Determination there is an adjustment to any Tax Return relating, in whole or in part, to Tax for which HBI is responsible under Section 2.1, and if such adjustment results in both (i) a Tax Detriment or redetermination, the E&S Consolidated Group utilizes tax attributes that are, or would have been, allocated and apportioned to HBI or one or more members of its Affiliates the Evenflo Consolidated Group but for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI) and (ii) a Tax Benefit to Xxxx Xxx or one or more of its Affiliates for any taxable periodsuch utilization, then Xxxx Xxx E&S and the relevant E&S Subsidiaries shall pay to HBI an amount equal Evenflo the amounts required to be paid for the lesser utilization of such tax attributes under paragraphs 3 and 4 of the Old Tax Benefit 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 such Tax DetrimentEvenflo tax attributes shall be deemed to be used proportionately. (c) Payments provided for under this Section 2.7 shall be made the later of If (i) the date of the Final Determination giving rise and to the adjustmentextent 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, and (ii) at the earlier E&S shall pay such amounts to Evenflo within 10 days of its receipt of such time or times that (A) a party realizes the Tax Benefit, whether by way of a reduction in Taxes, refund, offset against other Taxes, or otherwise, or (B) such Tax Benefit causes an increase in a party’s Deferred Tax Assets. If a payment to be made pursuant to this Section 2.7 has been deferred because the party entitled to a Tax Benefit has not yet realized such Tax Benefit or such Tax Benefit has not yet increased that party’s Deferred Tax Assets, then such party shall provide the other party on an annual basis a certification by an appropriate officer of such first party that such Tax Benefit has not yet been realized and that such Tax Benefit has not yet increased that party’s Deferred Tax Assets, or a computation of the amount of such Tax Benefit realized in the prior year or the amount such Tax Benefit increased that party’s Deferred Tax Assets, together with information reasonably necessary to support the statements contained in the certification. Failure of such party to provide such certification within 30 days after receiving written notice requesting such notification from the other party shall be deemed conclusive evidence that the entire amount of such Tax Benefit has been realized as of such dateamount.

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 any Final Determination there is an adjustment to any Tax Return relating, in whole IRS audit or in part, to Tax for which Xxxx Xxx is responsible under Section 2.1, and if such adjustment results in both (ijudicial decision) a Tax Detriment to Xxxx Xxx or one or more of its Affiliates for any taxable period and (ii) a Tax Benefit to HBI or one or more of its Affiliates for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI), then HBI shall pay to Xxxx Xxx an amount equal to the lesser 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 Benefit 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 DetrimentIndemnity"). (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 any Final Determination there is an adjustment to any Tax Return relating, in whole or in part, to Tax for which HBI is responsible under Section 2.1, and if such adjustment results in both (i) a Tax Detriment or redetermination, the E&S Consolidated Group utilizes tax attributes that are, or would have been, allocated and apportioned to HBI or one or more members of its Affiliates the Evenflo Consolidated Group but for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI) and (ii) a Tax Benefit to Xxxx Xxx or one or more of its Affiliates for any taxable periodsuch utilization, then Xxxx Xxx E&S and the relevant E&S Subsidiaries shall pay to HBI an amount equal Evenflo the amounts required to be paid for the lesser utilization of such tax attributes under paragraphs 3 and 4 of the Old Tax Benefit 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 such Tax DetrimentEvenflo tax attributes shall be deemed to be used proportionately. (c) Payments provided for under this Section 2.7 shall be made the later of If (i) the date of the Final Determination giving rise and to the adjustmentextent 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 7 7 paid by Evenflo or an Evenflo Subsidiary, and (ii) at the earlier E&S shall pay such amounts to Evenflo within 10 days of its receipt of such time or times that (A) a party realizes the Tax Benefit, whether by way of a reduction in Taxes, refund, offset against other Taxes, or otherwise, or (B) such Tax Benefit causes an increase in a party’s Deferred Tax Assets. If a payment to be made pursuant to this Section 2.7 has been deferred because the party entitled to a Tax Benefit has not yet realized such Tax Benefit or such Tax Benefit has not yet increased that party’s Deferred Tax Assets, then such party shall provide the other party on an annual basis a certification by an appropriate officer of such first party that such Tax Benefit has not yet been realized and that such Tax Benefit has not yet increased that party’s Deferred Tax Assets, or a computation of the amount of such Tax Benefit realized in the prior year or the amount such Tax Benefit increased that party’s Deferred Tax Assets, together with information reasonably necessary to support the statements contained in the certification. Failure of such party to provide such certification within 30 days after receiving written notice requesting such notification from the other party shall be deemed conclusive evidence that the entire amount of such Tax Benefit has been realized as of such dateamount.

Audit Adjustments. (a) If as a result of any Final Determination there is an adjustment to any Tax Return relating, in whole or in part, to Tax for which Xxxx Sxxx Xxx is responsible under Section 2.1, and if such adjustment results in both (i) a Tax Detriment to Xxxx Sxxx Xxx or one or more of its Affiliates for any taxable period and (ii) a Tax Benefit to HBI or one or more of its Affiliates for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI), then HBI shall pay to Xxxx Sxxx Xxx an amount equal to the lesser of such Tax Benefit and such Tax Detriment. (b) If as a result of any Final Determination there is an adjustment to any Tax Return relating, in whole or in part, to Tax for which HBI is responsible under Section 2.1, and if such adjustment results in both (i) a Tax Detriment to HBI or one or more of its Affiliates for any Post-Distribution Tax Period (or portion of a Straddle Period allocable to HBI) and (ii) a Tax Benefit to Xxxx Sxxx Xxx or one or more of its Affiliates for any taxable period, then Xxxx Sxxx Xxx shall pay to HBI an amount equal to the lesser of such Tax Benefit and such Tax Detriment. (c) Payments provided for under this Section 2.7 shall be made the later of (i) the date of the Final Determination giving rise to the adjustment, and (ii) at the earlier of such time or times that (A) a party realizes the Tax Benefit, whether by way of a reduction in Taxes, refund, offset against other Taxes, or otherwise, or (B) such Tax Benefit causes an increase in a party’s Deferred Tax Assets. If a payment to be made pursuant to this Section 2.7 has been deferred because the party entitled to a Tax Benefit has not yet realized such Tax Benefit or such Tax Benefit has not yet increased that party’s Deferred Tax Assets, then such party shall provide the other party on an annual basis a certification by an appropriate officer of such first party that such Tax Benefit has not yet been realized and that such Tax Benefit has not yet increased that party’s Deferred Tax Assets, or a computation of the amount of such Tax Benefit realized in the prior year or the amount such Tax Benefit increased that party’s Deferred Tax Assets, together with information reasonably necessary to support the statements contained in the certification. Failure of such party to provide such certification within 30 days after receiving written notice requesting such notification from the other party shall be deemed conclusive evidence that the entire amount of such Tax Benefit has been realized as of such date.