Certification of Deemed Tax Savings Sample Clauses

Certification of Deemed Tax Savings. The Deemed Tax Savings (as such term is defined below) for purposes of determining the amount of any Target Payment shall be calculated as follows: (A) On the Initial Certification Date following each Target Date for which the Target is not met (an "Initial Deemed Certification Date"), subject to Section 2(d), the Chief Financial Officer shall make an initial certification in substantially the form attached hereto as Exhibit 3 (an "Initial Deemed Certificate") of the Deemed Tax Savings for the Taxable Year ended on such Target Date (an "Initial Deemed Certification") in an amount equal to the amount that the Tax Savings would have been (the "Deemed Tax Savings" with respect to such Target Date) if the Adjusted Taxable Income of the Home Group for the Taxable Year ending on such Target Date were equal to the excess, if any, of (x) the Target for such Target Date over (y) the Cumulative Adjusted Taxable Income of the Home Group from the Effective Date through the end of the Taxable Year of the Home Group immediately preceding the Taxable Year ending on such Target Date (such excess with respect to such Target Date, the "Deemed Taxable Income"). (B) For each Taxable Year for which an Initial Deemed Certification was made, on a date (the "Final Deemed Certification Date") not later than the date 10 days after the earlier to occur of: (x) the expiration of the Statute of Limitations with respect to all Tax Returns for such Taxable Year; or (y) a Final Determination with respect to the Specified NOL Carryovers that were deemed utilized in calculating the Initial Deemed Certification with respect to such Target Date; (a "Final Deemed Certification Date"), the Chief Financial Officer shall calculate the Deemed Tax Savings with respect to such Target Date as finally determined, and shall make a certification in substantially the form attached hereto as Exhibit 4 (a "Final Deemed Certification") of such Deemed Tax Savings; provided, however, in the event that a Final Determination has previously occurred with respect to any later Taxable Year(s), the Deemed Tax Savings as finally determined with respect to the relevant Target Date shall be redetermined and reduced to the amount that would have been so determined if the Deemed Taxable Income with respect to such Target Date were reduced by an amount equal to the actual Adjusted Taxable Income for such later Taxable Year(s).

Certification of Deemed Tax Savings. The deemed Tax Savings for purposes of determining the amount of any Target Payment shall be calculated as follows: (A) On the Initial Certification Date following each Target Date for which the Target is not met (an "Initial Deemed Certification Date"), subject to Section 2(d), the Chief Financial Officer shall make an initial