Combined Taxes. Not later than fifteen (15) days following the completion and delivery to Holding of the Pro Forma Holdings Group Combined Return of any for any Pre-Deconsolidation Period, Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, an amount equal to (i) the difference, if any, between the Holdings Group Combined Tax Liability for the Pre-Deconsolidation Period and the amounts paid by Holdings with respect to such period under Sections 4.5(b) and (c) of this Agreement and Section 4.5(b) of the Original Tax Agreement, plus (ii) interest on such amount computed (A) in the case of payments from Holdings to Continental, under principles of Code Sections 6601 and 6655 substituting the Agreed Rate for the interest rates provided for in such Code sections, and (B) in the case of payments from Continental to Holdings, under principles of Code Section 6611 substituting the Agreed Rate for the interest rates provided for in such Code section.
Combined Taxes. SCL shall pay (or cause to be paid) to the appropriate Tax Authorities all Combined Taxes with respect to any Combined Return due and payable for all Pre-Deconsolidation Periods; provided that, with respect to those Tax Returns described in clauses (ii) and (iii) of the definition of "Combined Return," SCL shall pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due with respect to any Tax Return of SCL (or any SCL Affiliate) and XXXX shall pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due with respect to any Tax Return of XXXX (or any XXXX Affiliate).
Combined Taxes. SCL shall, in connection with any Estimated Tax Installment payment (payable with respect to any Combined Return filed by SCL) with respect to Combined Taxes for any Pre-Deconsolidation Period, determine the estimated amount of the related installment of the XXXX Group Combined Tax liability under Section 4.3. Within the first ten (10) business days of any month, SCL may provide XXXX with a written statement setting forth amounts owed by XXXX in connection with any installment payments with respect to other Combined Taxes made by SCL for the immediately preceding month and any other month for which a statement has not previously been provided by SCL. XXXX shall pay the amounts set forth on any statement within seven (7) business days following the receipt of such statement. The parties acknowledge and agree that, for purposes of this Section 4.4(b), XXXX has not paid anything to SCL as of the date hereof, with respect to the taxable period beginning January 1, 1999, or the taxable period beginning January 1, 2000.
Combined Taxes. Not later than fifteen (15) business days following the completion of any pro forma XXXX Group Combined Return pursuant to Section 4.2, XXXX shall pay to SCL, or SCL shall pay to XXXX, as appropriate, an amount equal to the difference, if any, between the XXXX Group Combined Tax liability for the Pre-Deconsolidation Period and the amounts paid by XXXX with respect to such period under Section 4.4(b) of this Agreement.
Combined Taxes. In the case of any Tax Claim with respect to any Tax of any Xxxxxx Consolidated Group that is not a Transaction Tax, (i) to the extent permitted by applicable Law, each Party will control the defense of the portion of the Tax Claim directly and exclusively related to any proposed adjustment by a Tax Authority that would create or increase a Tax liability for which it would be exclusively liable under this Agreement and (ii) in all other cases, the Parties will cooperate in good faith to achieve, as closely as possible, the same effect as if applicable Law did not prevent the application of clause (i).
Combined Taxes. The principles underlying the rights and -------------- obligations of STI and SSI in respect of federal income taxes, including those contained in Sections 3, 4, and 5 hereof, shall be applied in determining required payments to and from SSI in respect of any Combined Tax, and STI and SSI each shall make such payments to the other party in respect of Combined Taxes as is required as a result of the application of such principles. All of the procedural and timing requirements of this Agreement applicable to federal income tax shall be equally applicable to any Combined Tax, with appropriate adjustments thereto to reflect the differences, if any, in corresponding provisions of the applicable income tax code, law or statute governing any such combined Tax and any administrative provisions relating thereto.
Combined Taxes. In the case of any Tax Claim with respect to any Combined Tax that is not a Berkshire Transaction Tax or a Xxxxxx Transaction Tax:
Combined Taxes. (A) all federal Income Taxes in respect of which the Company has filed or is required to file pursuant to Section 4.6(c)(i) a consolidated federal Income Tax Return of which the Seller is the common parent, payable with respect to the Company for any taxable period (or a portion thereof) ending on or prior to the Closing Date and (B) all state and local Income Taxes in respect of which the Company has filed or is required to file pursuant to Section 4.6(c)(i) a combined, consolidated or unitary state or local Income Tax Return with Seller or its applicable Affiliates, payable with respect to the Company for any taxable period (or a portion thereof) ending on or prior to the Closing Date.
Combined Taxes. Following the payment of any installment payment with respect to any Combined Tax Return for any Deconsolidation Period, Continental may reasonably determine the estimated amount of the Holdings Group Combined Tax Liability and within the first twenty (20) Business Days following such payment provide Holdings with a written notice of such determination. Holdings shall pay to Continental the amount thus determined within five (5) Business Days of the receipt of such notice.
Combined Taxes. Not later than fifteen (15) Business Days following the completion and delivery to Holdings of any Pro Forma Holdings Group Combined Return for any Deconsolidation Period, Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, an amount equal to the difference, if any, between the Holdings Group Combined Tax Liability for the Deconsolidation Period and the amounts paid by Holdings with respect to such period under Section 4.5(b) this Agreement and 4.5(b) of the Original Tax Agreement.
