Common use of Disallowed Deductions Clause in Contracts

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Shareholders for any period ending on or prior to the Closing Date (x) any deduction claimed by any of the Shareholders with respect to any such pre-Closing tax period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Purchaser or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by the Purchaser or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders' Disallowed Deduction), then the Purchaser agrees to pay to the Shareholders an amount equal to the amount of the Shareholders' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the Shareholders' Disallowed Deduction may be used by the Purchaser or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the Shareholders' Disallowed Deduction may not be used by the Shareholders in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser or the Companies for any period ending after the Closing Date. The Shareholders will provide the Purchaser with such information as may be reasonably requested by the Purchaser in order to enable the Purchaser to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the Shareholders' Disallowed Deduction may be used. (ii) If in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Purchaser or any of the Companies for any period following the Closing Date (x) any deduction claimed by the Purchaser or any of the Companies with respect to any such post-Closing tax period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Shareholders will be permitted to use such deduction for purposes of calculating the Taxes due and payable by them with respect to any period ending on or prior to the Closing Date (any such deduction being hereinafter referred to as a Purchaser's Disallowed Deduction), then the Shareholders agree to pay to the Purchaser an amount equal to the amount of the Shareholder Tax Benefit (as defined below) to the Shareholders no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the Purchaser's Disallowed Deduction may not be used by the Purchaser or the Companies in connection with their calculation of the Taxes payable for periods after the Closing Date but may be used for purposes of calculating the Taxes payable by the Shareholders for any period ending on or prior to the Closing Date. The Purchaser will provide the Shareholders with such information as may be reasonably requested by the Shareholders in order to enable the Shareholders to use the Purchaser's Disallowed Deduction and file a claim for a tax refund for any tax period ending on or prior to the Closing Date in which the Purchaser's Disallowed Deduction may be used. As used herein, Shareholder Tax Benefit shall mean, for each Shareholder, the amount of the Purchaser's Disallowed Deduction allocable to such Shareholder multiplied by the tax rate of such Shareholder in the jurisdiction in which the above- described Tax audit or investigation is being conducted and in the year the Purchaser's Disallowed Deduction may be used by such Shareholder.

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Shareholders Shareholder for any period ending on or prior to the Pre-Closing Date Tax Period (x) any deduction claimed by any of the Shareholders Shareholder with respect to any such prePre-Closing tax period Tax Period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Purchaser or any of the Companies Company will be permitted to use such deduction for purposes of calculating the Taxes due and payable by the Purchaser or any of the Companies Company with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders' "Shareholder's Disallowed Deduction"), then the Purchaser agrees to pay to the Shareholders Shareholder an amount equal to the amount of the Shareholders' Shareholder's Disallowed Deduction multiplied by the applicable tax rate of the Purchaser or the CompaniesCompany, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the Shareholders' Shareholder's Disallowed Deduction may be used by the Purchaser or the CompaniesCompany, no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the ShareholdersShareholder' Disallowed Deduction may not be used by the Shareholders Shareholder in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser or the Companies Company for any period ending after the Closing Date. The Shareholders Shareholder will provide the Purchaser with such information as may be reasonably requested by the Purchaser in order to enable the Purchaser to use the Sellers' Shareholder's Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the Shareholders' Shareholder's Disallowed Deduction may be used. (ii) If in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Purchaser or any of the Companies Company for any period following the Closing Date (x) any deduction claimed by the Purchaser or any of the Companies Company with respect to any such postPost-Closing tax period Tax Period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Shareholders Shareholder will be permitted to use such deduction for purposes of calculating the Taxes due and payable by them it with respect to any period ending on or prior to the Pre-Closing Date Tax Period (any such deduction being hereinafter referred to as a "Purchaser's Disallowed Deduction"), then the Shareholders agree Shareholder agrees to pay to the Purchaser an amount equal to the amount of the Shareholder Tax Benefit (as defined below) to the Shareholders Shareholder no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the Purchaser's Disallowed Deduction may not be used by the Purchaser or the Companies Company in connection with their calculation of the Taxes payable for periods after the any Post-Closing Date Tax Period but may be used for purposes of calculating the Taxes payable by the Shareholders Shareholder for any period ending on or prior to the Pre-Closing DateTax Period. The Purchaser will provide the Shareholders Shareholder with such information as may be reasonably requested by the Shareholders Shareholder in order to enable the Shareholders Shareholder to use the Purchaser's Disallowed Deduction and file a claim for a tax refund for any tax period ending on or prior to the Closing Date in which the Purchaser's Disallowed Deduction may be used. As used herein, "Shareholder Tax Benefit Benefit" shall mean, for each Shareholder, the amount of the Purchaser's Disallowed Deduction allocable to such the Shareholder multiplied by the tax rate of such the Shareholder in the jurisdiction in which the above- above-described Tax audit or investigation is being conducted and in the year the Purchaser's Disallowed Deduction may be used by such the Shareholder.

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority Taxing Authority of any Taxes payable by the Shareholders Sellers for any period ending on or prior to the Closing Date Date: (xA) any deduction claimed by any of the Shareholders Sellers with respect to any such pre-Closing tax period is disallowed by the taxing authority Taxing Authority conducting such audit or investigation and (yB) the taxing authority Taxing Authority which is conducting such audit or investigation agrees that any of the Purchaser Buyers or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by any of the Purchaser Buyers or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders"SELLERS' Disallowed DeductionDISALLOWED DEDUCTION"), then the Purchaser agrees Buyers agree to pay to the Shareholders Sellers an amount equal to the amount of the ShareholdersSellers' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser Buyers or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the ShareholdersSellers' Disallowed Deduction may be used by the Purchaser Buyers or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority Taxing Authority issues a written statement which indicates that the ShareholdersSellers' Disallowed Deduction may not be used by the Shareholders Sellers in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser Buyers or the Companies for any period ending after the Closing Date. The Shareholders Sellers will provide Buyers or the Purchaser Companies with such information as may be reasonably requested by the Purchaser Buyers in order to enable Buyers or the Purchaser Companies to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the ShareholdersSellers' Disallowed Deduction may be used. Buyers shall reimburse Sellers for all reasonable out-of-pocket costs incurred by Sellers in connection with the taking of any action which Buyers request Sellers to take in connection with the filing of any such claim for a tax refund. (ii) If If, in connection with any audit or other investigation by any taxing authority Taxing Authority of any Taxes payable by the Purchaser Buyers or any of the Companies for any period following after the Closing Date Date, (xA) any deduction claimed by any of the Purchaser Buyers or any of the Companies with respect to any such post-Closing tax period is disallowed by the taxing authority Taxing Authority conducting such audit or investigation and (yB) the taxing authority Taxing Authority which is conducting such audit or investigation agrees that the Shareholders Sellers will be permitted to use such deduction for purposes of calculating the Taxes due and payable by them with respect to any period ending on or prior to before the Closing Date (any such deduction being hereinafter referred to as a Purchaser's Disallowed Deduction"BUYERS' DISALLOWED DEDUCTION"), then the Shareholders agree then, Sellers agrees to pay to the Purchaser Buyers an amount equal to the amount of the Shareholder Buyers' Disallowed Deduction multiplied by Sellers' applicable tax rate in the jurisdiction in which such Tax Benefit (as defined below) to audit or investigation is being conducted and in the Shareholders year the Buyers' Disallowed Deduction may be used by Sellers or Buyers, no later than thirty (30) days following the date on which the applicable taxing authority Taxing Authority issues a written statement which indicates that the Purchaser's Buyers' Disallowed Deduction may not be used by the Purchaser Buyers or the Companies in connection with their calculation of the Taxes payable for periods ending after the Closing Date but may be used for purposes of calculating the Taxes payable by the Shareholders Sellers or Buyers for any period ending on or prior to before the Closing Date. The Purchaser Buyers will provide the Shareholders Sellers with such information as may be reasonably requested by the Shareholders Sellers in order to enable the Shareholders Sellers to use the Purchaser's Buyers' Disallowed Deduction and file a claim for a tax refund for any tax period ending on or prior to before the Closing Date in which the Purchaser's Buyers' Disallowed Deduction may be used. As used herein, Shareholder Tax Benefit Sellers shall mean, reimburse Buyers for each Shareholder, all reasonable out-of-pocket costs incurred by Buyers or the amount Companies in connection with the taking of any action which Sellers request Buyers or the Purchaser's Disallowed Deduction allocable Companies to take in connection with the filing of any such Shareholder multiplied by the claim for a tax rate of such Shareholder in the jurisdiction in which the above- described Tax audit or investigation is being conducted and in the year the Purchaser's Disallowed Deduction may be used by such Shareholderrefund.

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority Taxing Authority of any Taxes payable by the Shareholders Sellers for any period ending on or prior to the Closing Date Date: (xA) any deduction claimed by any of the Shareholders Sellers with respect to any such pre-Closing tax period is disallowed by the taxing authority Taxing Authority conducting such audit or investigation and (yB) the taxing authority Taxing Authority which is conducting such audit or investigation agrees that any of the Purchaser Buyers or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by any of the Purchaser Buyers or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders"Sellers' Disallowed Deduction"), then the Purchaser agrees Buyers agree to pay to the Shareholders Sellers an amount equal to the amount of the ShareholdersSellers' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser Buyers or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the ShareholdersSellers' Disallowed Deduction may be used by the Purchaser Buyers or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority Taxing Authority issues a written statement which indicates that the ShareholdersSellers' Disallowed Deduction may not be used by the Shareholders Sellers in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser Buyers or the Companies for any period ending after the Closing Date. The Shareholders Sellers will provide Buyers or the Purchaser Companies with such information as may be reasonably requested by the Purchaser Buyers in order to enable Buyers or the Purchaser Companies to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the ShareholdersSellers' Disallowed Deduction may be used. Buyers shall reimburse Sellers for all reasonable out-of-pocket costs incurred by Sellers in connection with the taking of any action which Buyers request Sellers to take in connection with the filing of any such claim for a tax refund. (ii) If If, in connection with any audit or other investigation by any taxing authority Taxing Authority of any Taxes payable by the Purchaser Buyers or any of the Companies for any period following after the Closing Date Date, (xA) any deduction claimed by any of the Purchaser Buyers or any of the Companies with respect to any such post-Closing tax period is disallowed by the taxing authority Taxing Authority conducting such audit or investigation and (yB) the taxing authority Taxing Authority which is conducting such audit or investigation agrees that the Shareholders Sellers will be permitted to use such deduction for purposes of calculating the Taxes due and payable by them with respect to any period ending on or prior to before the Closing Date (any such deduction being hereinafter referred to as a Purchaser's "Buyers' Disallowed Deduction"), then the Shareholders agree then, Sellers agrees to pay to the Purchaser Buyers an amount equal to the amount of the Shareholder Buyers' Disallowed Deduction multiplied by Sellers' applicable tax rate in the jurisdiction in which such Tax Benefit (as defined below) to audit or investigation is being conducted and in the Shareholders year the Buyers' Disallowed Deduction may be used by Sellers or Buyers, no later than thirty (30) days following the date on which the applicable taxing authority Taxing Authority issues a written statement which indicates that the Purchaser's Buyers' Disallowed Deduction may not be used by the Purchaser Buyers or the Companies in connection with their calculation of the Taxes payable for periods ending after the Closing Date but may be used for purposes of calculating the Taxes payable by the Shareholders Sellers or Buyers for any period ending on or prior to before the Closing Date. The Purchaser Buyers will provide the Shareholders Sellers with such information as may be reasonably requested by the Shareholders Sellers in order to enable the Shareholders Sellers to use the Purchaser's Buyers' Disallowed Deduction and file a claim for a tax refund for any tax period ending on or prior to before the Closing Date in which the Purchaser's Buyers' Disallowed Deduction may be used. As used herein, Shareholder Tax Benefit Sellers shall mean, reimburse Buyers for each Shareholder, all reasonable out-of-pocket costs incurred by Buyers or the amount Companies in connection with the taking of any action which Sellers request Buyers or the Purchaser's Disallowed Deduction allocable Companies to take in connection with the filing of any such Shareholder multiplied by the claim for a tax rate of such Shareholder in the jurisdiction in which the above- described Tax audit or investigation is being conducted and in the year the Purchaser's Disallowed Deduction may be used by such Shareholderrefund.