Common use of Recalculation of Payments to Reflect Adjustments Clause in Contracts

Recalculation of Payments to Reflect Adjustments. To the extent that there is a Determination with respect to an AOL Time Warner Consolidated Return for any year, or a TWC Consolidated Group return for a Post-Consolidation Year, that results in an additional payment of tax (including a payment of tax made preliminary to commencing a refund claim or litigation) or a refund of tax (including a refund of a preliminary payment referred to in the preceding parenthetical) (any such additional payment or refund, an "Adjustment") relating to the AOL Time Warner Consolidated Return for an Agreement Year, a corresponding adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent Return, as applicable. All calculations of payments made pursuant to Sections 4, 5 and 6 of the Agreement shall be recomputed to reflect the effect of any Adjustments on (i) the relevant Pro Forma TWC Return or Pro Forma Parent Return, and (ii) the liability of TWC or AOL Time Warner for a Post-Consolidation Year; provided, that, any such payment recomputation shall also take into account any previous adjusted payments made in connection with an Adjustment resulting from a prior Determination. Within 5 days after any such Adjustment, TWC or AOL Time Warner, as appropriate, shall make additional payments or refund payments to the other party reflecting such Adjustment, plus interest pursuant to Section 9 of the Agreement, calculated as if payments by and to TWC pursuant to Sections 4, 5 and 6 of the Agreement and this Section 8 were payments and refunds of federal income taxes. TWC shall further pay to AOL Time Warner, on an after-tax basis, the amount of any penalties or additions to tax incurred by the AOL Time Warner Consolidated Group in connection with any adjustment to any TWC Return Item for an Agreement Year, but only if such penalties or additions to tax result from the inaccuracy of any information provided by TWC to AOL Time Warner pursuant to Section 7 hereof or from the failure of TWC to provide any requested information.

Recalculation of Payments to Reflect Adjustments. To the extent that there is a Determination with respect to an AOL Time Warner a Parent Consolidated Return for any year, or a TWC Subsidiary Consolidated Group return for a Post-Consolidation Year, that results in an additional payment of tax (including a payment of tax made preliminary to commencing a refund claim or litigation) or a refund of tax (including a refund of a preliminary payment referred to in the preceding parenthetical) (any such additional payment or refund, an "“Adjustment"”) relating to the AOL Time Warner Parent Consolidated Return for an Agreement Year, a corresponding adjustment shall be made to the corresponding Pro Forma TWC Subsidiary Return or Pro Forma Parent Return, as applicable. All calculations of payments made pursuant to Sections 4, 5 and 6 of the Agreement shall be recomputed to reflect the effect of any Adjustments on (i) the relevant Pro Forma TWC Subsidiary Return or Pro Forma Parent Return, and (ii) the liability of TWC Subsidiary or AOL Time Warner Parent for a Post-Consolidation Year; provided, that, any such payment recomputation shall also take into account any previous adjusted payments made in connection with an Adjustment resulting from a prior Determination. Within 5 days after any such Adjustment, TWC Subsidiary or AOL Time WarnerParent, as appropriate, shall make additional payments or refund payments to the other party reflecting such Adjustment, plus interest pursuant to Section 9 of the Agreement, calculated as if payments by and to TWC Subsidiary pursuant to Sections 4, 5 and 6 of the Agreement and this Section 8 were payments and refunds of federal income taxes. TWC Subsidiary shall further pay to AOL Time WarnerParent, on an after-tax basis, the amount of any penalties or additions to tax incurred by the AOL Time Warner Parent Consolidated Group in connection with any adjustment to any TWC Subsidiary Return Item for an Agreement Year, but only if such penalties or additions to tax result from the inaccuracy of any information provided by TWC Subsidiary to AOL Time Warner Parent pursuant to Section 7 hereof or from the failure of TWC Subsidiary to provide any requested information.

Recalculation of Payments to Reflect Adjustments. (a) To the extent that there is a Final Determination with respect to an AOL Time Warner a TWX Consolidated Return for any year, or a TWC federal income tax return of the Cable Consolidated Group return for a Post-Consolidation Distribution Year, that results in an additional payment of tax Federal Taxes (including a payment of tax Tax made preliminary prior to commencing a refund claim or litigation) or a refund of tax Federal Taxes (including a refund of a preliminary payment referred to in the preceding parenthetical) (any such additional payment or refund, an "“Adjustment"”) relating to the AOL Time Warner TWX Consolidated Return for an Agreement Year, a corresponding adjustment shall be made to the corresponding Pro Forma TWC Cable Return or Pro Forma Parent Return, as applicable. . (b) All calculations of payments made pursuant to Sections 4, 5 Articles II and 6 III of the this Agreement shall be recomputed to reflect the effect of any Adjustments on (i) the relevant Pro Forma TWC Cable Return or Pro Forma Parent Return, Return and (ii) the liability of TWC Cable or AOL Time Warner TWX for a Post-Consolidation Distribution Year; provided, thathowever, that any such payment recomputation shall also take into account any previous adjusted payments made in connection with an Adjustment resulting from a prior Final Determination. . (c) Within 5 days 10 Business Days after any such Adjustment, TWC Cable or AOL Time WarnerTWX, as appropriate, shall make additional payments or refund payments to the other party Company reflecting such Adjustment, plus interest pursuant to Section 9 of the Agreement8.02, calculated as if payments by and to TWC Cable pursuant to Sections 4, 5 Articles II and 6 III of the this Agreement and this Section 8 4.05 were payments and refunds of federal income taxesFederal Taxes. TWC Cable shall further pay to AOL Time WarnerTWX, on an after-tax Tax basis, the amount of any penalties or additions to tax Tax incurred by the AOL Time Warner TWX Consolidated Group in connection with any adjustment to any TWC Cable Return Item for an Agreement Year, but only if such penalties or additions to tax Tax result from the inaccuracy of any information provided by TWC Cable to AOL Time Warner pursuant to Section 7 hereof TWX in the Cable Tax Package or from the failure of TWC Cable to provide any requested information.

Recalculation of Payments to Reflect Adjustments. To the extent that there is a Determination any audit, litigation or claim for refund with respect to an AOL Time Warner ANI Consolidated Return for any year, or a TWC Consolidated Group return for a Post-Consolidation Year, that results in an additional payment of tax (including a payment of tax made preliminary to commencing a refund claim or litigation) or a refund of tax (including a refund of a preliminary payment referred to in the preceding parenthetical) (any such additional payment or refund, an "Adjustment") relating to the AOL Time Warner treatment of a DNI Consolidated Return for an Agreement Year, Item a corresponding adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent DNI Return, as applicable. All calculations of payments made pursuant to Sections 4, 5 and 6 of the this Agreement shall be recomputed to reflect the effect of any Adjustments on (i) the relevant Pro Forma TWC DNI Return and on any Reduction Amount giving rise to a payment to Media General pursuant to Section 5. If as a result of such recomputation an amount is owed by DNI to ANI or Pro Forma Parent Returnby ANI to DNI, and (ii) the liability of TWC or AOL Time Warner for a Post-Consolidation Year; provided, that, any such payment recomputation shall also take into account any previous adjusted payments made in connection with an Adjustment resulting from a prior Determination. Within then within 5 days after any such Adjustment, TWC DNI or AOL Time WarnerANI, as appropriatethe case may be, shall make additional payments or refund payments such payment to the other party reflecting such Adjustment, plus interest pursuant to Section 9 of the Agreement, this Agreement calculated as if payments by and to TWC DNI pursuant to Sections 4, 4 and 5 and 6 of the this Agreement and this Section 8 7 were payments and refunds of federal income taxes. TWC DNI shall further not be required to pay to AOL Time Warner, on an after-tax basis, ANI the amount of any penalties or penalties, additions to tax or additional amounts incurred by the AOL Time Warner ANI Consolidated Group in connection with any as a result of an adjustment to any TWC DNI Consolidated Return Item for an Agreement Year, but only if such penalties or additions shall be required to tax result from the inaccuracy of any information provided by TWC to AOL Time Warner pay interest pursuant to Section 9 of this Agreement If as a result of such recomputation an additional amount is owed by ANI to Media General pursuant to Section 5 of this Agreement, then within 5 days after any such Adjustment, ANI shall make such payment to Media General, reflecting such Adjustment, in each case plus interest pursuant to Section 9 of this Agreement calculated as if payments pursuant to Section 5 of this Agreement and this Section 7 hereof or from the failure were payments of TWC to provide any requested informationfederal income taxes.