Miscellaneous Tax Issues Clause Samples

Miscellaneous Tax Issues. Notwithstanding any other provision of this Agreement (i) the determination of the values placed on PTI, HEI, CCI and any other assets transferred in connection with the Divestment Plan shall be determined for Tax purposes solely by LHS and (ii) all Tax deductions in respect of the repurchase by SHS of the shares of SHS Class B Stock, cancellation of the Options and redemption of the Phantom Units, all pursuant to the Divestment Plan, shall be claimed by SHS. In the event that any portion of such deductions referred to in the immediately preceding clause (ii) are reallocated to NFI pursuant to an adjustment by a Tax authority, the Company shall pay to LHS the amount of any Tax benefit actually realized by the Company or by the Acquired Group as a result of such reallocation at the time such benefit is actually realized, but in no event shall the Company be obligated to pay an aggregate amount pursuant to this sentence in excess of the Purchase Price reduction pursuant to Section 1.03 hereof attributable to the provision for Taxes made in the Final Closing Date Balance Sheet.