Common use of Penalties and Interest Clause in Contracts

Penalties and Interest. (a) Any interest incurred by the Consolidated Group shall be paid by the Affiliate to whom it is attributable. The total amount of interest incurred by the Consolidated Group will be apportioned to and paid by each Affiliate according to (1) the ratio of the interest incurred by each Affiliate so computed, plus (2) the additional interest, if any, that such Affiliate would have paid on a separate return basis over the allocated interest determined under (1) above. Interest computed by an Affiliate on a separate return basis shall be calculated using the interest rate or rates applicable to the consolidated deficiency. Any additional amount allocated to an Affiliate determined under (2) above shall be paid to the Affiliate whose income or deduction would have given rise to a refund on a separate return basis, but in no case shall an Affiliate which incurs interest under (2) above be required to pay more interest to such receiving Affiliate than such receiving Affiliate would have received on a separate return basis. In calculating the allocable share of any interest payable by a Holdings Affiliate with respect to any federal audit adjustments, only interest actually payable to the IRS, and not interest abated as a result of tax deposits, shall be taken into account. CFI shall have sole discretion to determine how tax deposits are allocated among taxable periods and audit items. CFI shall act in good faith in making such determination, with an intention to minimize the overall out- of-pocket costs and financial reporting impacts on CFI and Holdings. (b) Any interest received by the Consolidated Group as a result of any refund of Tax shall be allocated to the Affiliate whose income or deductions gave rise to the refund. The amount of interest received by the Consolidated Group will be apportioned to and received by each Affiliate according to (1) the ratio of the interest to be received by each Affiliate computed on a separate return basis to the total of all the interest received by Affiliates so computed, plus (2) the additional interest, if any, that such Affiliate would have received on a separate return basis over the allocated interest determined under (1) above. Any additional amount allocated to an Affiliate determined under (2) above shall be received from the Affiliate whose income or deductions caused such interest not to be received by the Consolidated Group, but in no case shall an Affiliate which receives such interest receive more interest than such Affiliate would have received on a separate return basis. (c) Any penalties incurred by the Consolidated Group shall be paid by the Affiliate whose actions, income or deductions caused such penalties. If a penalty was caused by more than one Affiliate, such penalty shall be allocated proportionately to those Affiliates that would have incurred a penalty on a separate return basis. Any excess penalty will be allocated in proportion to the actions, income or deductions of each Affiliate which caused or contributed to the penalty regardless of whether such Affiliate's actions, income or deductions exceeded the minimum threshold required for the penalty to be imposed. (d) For purposes of this Agreement, Holdings' allocable share of any interest or penalties, as determined under this Section, is the aggregate amount of liability allocated to Holdings and any Holdings Affiliate. CFI's allocable share of any interest or penalties, as determined under this Section, is the aggregate amount of liability allocated to CFI and any CFI Affiliate.

Penalties and Interest. (a) Any interest incurred by the Consolidated Group as a result of a Deficiency shall be paid by the Affiliate to whom it is attributable. The amount of interest allocable to each Affiliate shall be determined and paid as follows: (i) The total amount of interest incurred by the Consolidated Group will shall be apportioned to and paid by each Affiliate the Affiliates according to (1) the ratio of the interest that would have been incurred by each Affiliate if its Taxes were computed on a separate return basis to the total of all the interest that would have been incurred by the Affiliates so computed, plus . (2ii) An additional amount of interest shall be allocated to each Affiliate equal to the additional interest, if any, that such Affiliate would have paid on a separate return basis over the allocated interest determined under (1Section 3.06(a)(i) above. Any amounts so allocated shall be paid to those other Affiliates whose income or deductions would have given rise to a refund on a separate return basis, according to the ratio which the refund payable to the respective Affiliate bears to the total of all refunds which would have been payable to such Affiliates on a separate return basis; provided, however, that payment to an Affiliate hereunder shall not exceed the amount of interest that such Affiliate would have received on a separate return basis (with any such excess to be retained by the respective paying Affiliates in proportion to the amounts allocated to them pursuant to the first sentence of this Section 3.06(a)(ii)). (iii) Interest computed by an Affiliate on a separate return basis shall be calculated using the interest rate or rates applicable to the consolidated deficiency. Any additional amount allocated to an Affiliate determined under (2) above shall be paid to the Affiliate whose income or deduction would have given rise to a refund on a separate return basis, but in no case shall an Affiliate which incurs interest under (2) above be required to pay more interest to such receiving Affiliate than such receiving Affiliate would have received on a separate return basis. In calculating the allocable share of any interest payable by a Holdings Affiliate with respect to any federal audit adjustments, only interest actually payable to the IRS, and not interest abated as a result of tax deposits, shall be taken into account. CFI shall have sole discretion to determine how tax deposits are allocated among taxable periods and audit items. CFI shall act in good faith in making such determination, with an intention to minimize the overall out- of-pocket costs and financial reporting impacts on CFI and HoldingsDeficiency. (b) Any interest received by the Consolidated Group as a result of any refund of Tax Refund shall be allocated to the Affiliate whose income or deductions gave rise to the refundRefund. The amount of interest allocable to each Affiliate shall be determined and paid as follows: (i) The amount of interest received by the Consolidated Group will shall be apportioned to and received by each Affiliate the Affiliates according to (1) the ratio of the interest to be that would have been received by each Affiliate if its Taxes were computed on a separate return basis to the total of all the interest that would have been received by the Affiliates so computed, plus . (2ii) Each Affiliate shall be allocated an additional amount equal to the additional interest, if any, that such Affiliate would have received on a separate return basis over the allocated interest determined under (1Section 3.06(b)(i) above. Any additional amount amounts so allocated to an Affiliate determined under (2) above shall be received from paid to such Affiliates by the Affiliate Affiliates whose income or deductions caused such interest not to be received by the Consolidated Group; provided, but in no case shall however, that payment to an Affiliate which receives such interest receive more interest than shall not exceed the amount that such Affiliate would have received on a separate return basisbasis (with any such excess to be retained by the respective paying Affiliates in proportion to the amounts otherwise payable hereunder). (iii) Interest computed by an Affiliate on a separate return basis shall be calculated using the interest rate or rates applicable to the consolidated Refund. (c) Any penalties incurred by the Consolidated Group shall be paid by the Affiliate whose actions, income or deductions caused such penalties. If a penalty was caused by more than one Affiliate, such penalty shall be allocated proportionately to those Affiliates that would have incurred a penalty on a separate return basis. Any excess penalty will shall be allocated in proportion to the actions, income or deductions of each Affiliate which caused or contributed to the penalty regardless of whether such Affiliate's actions, income or deductions exceeded the minimum threshold required for the penalty to be imposed. (d) For purposes of this Agreement, Holdings' allocable share of any interest or penalties, as determined under this Section, is the aggregate amount of liability allocated to Holdings and any Holdings Affiliate. CFICRI Group's allocable share of any interest or penalties, as determined under this Section, penalties is the aggregate amount of liability interest or penalties allocated to CFI and the CRI Affiliates. The CEI Group's allocable share of any CFI Affiliateinterest or penalties is the aggregate amount of any interest or penalties allocated to the CEI Affiliates.

Penalties and Interest. (a) Any interest incurred by the Consolidated Group shall be paid by the Affiliate to whom it is attributable. The total amount of interest incurred by the Consolidated Group will be apportioned to and paid by each Affiliate according to (1) the ratio of the interest incurred by each Affiliate so computed, plus (2) the additional interest, if any, that such Affiliate would have paid on a separate return basis over the allocated interest determined under (1) above. Interest computed by an Affiliate on a separate return basis shall be calculated using the interest rate or rates applicable to the consolidated deficiency. Any additional amount allocated to an Affiliate determined under (2) above shall be paid to the Affiliate whose income or deduction would have given rise to a refund on a separate return basis, but in no case shall an Affiliate which incurs interest under (2) above be required to pay more interest to such receiving Affiliate than such receiving Affiliate would have received on a separate return basis. In calculating the allocable share of any interest payable by a Holdings Affiliate with respect to any federal audit adjustments, only interest actually payable to the IRS, and not interest abated as a result of tax deposits, shall be taken into account. CFI shall have sole discretion to determine how tax deposits are allocated among taxable periods and audit items. CFI shall act in good faith in making such determination, with an intention to minimize the overall out- ofout-of- pocket costs and financial reporting impacts on CFI and Holdings. (b) Any interest received by the Consolidated Group as a result of any refund of Tax shall be allocated to the Affiliate whose income or deductions gave rise to the refund. The amount of interest received by the Consolidated Group will be apportioned to and received by each Affiliate according to (1) the ratio of the interest to be received by each Affiliate computed on a separate return basis to the total of all the interest received by Affiliates so computed, plus (2) the additional interest, if any, that such Affiliate would have received on a separate return basis over the allocated interest determined under (1) above. Any additional amount allocated to an Affiliate determined under (2) above shall be received from the Affiliate whose income or deductions caused such interest not to be received by the Consolidated Group, but in no case shall an Affiliate which receives such interest receive more interest than such Affiliate would have received on a separate return basis. (c) Any penalties incurred by the Consolidated Group shall be paid by the Affiliate whose actions, income or deductions caused such penalties. If a penalty was caused by more than one Affiliate, such penalty shall be allocated proportionately to those Affiliates that would have incurred a penalty on a separate return basis. Any excess penalty will be allocated in proportion to the actions, income or deductions of each Affiliate which caused or contributed to the penalty regardless of whether such Affiliate's actions, income or deductions exceeded the minimum threshold required for the penalty to be imposed. (d) For purposes of this Agreement, Holdings' allocable share of any interest or penalties, as determined under this Section, is the aggregate amount of liability allocated to Holdings and any Holdings Affiliate. CFI's allocable share of any interest or penalties, as determined under this Section, is the aggregate amount of liability allocated to CFI and any CFI Affiliate.