Redeterminations of Tax Liability. In the event of any redetermination of the consolidated federal income tax liability of the Parent Group for any Taxable Period (or of the combined state or local income tax liability for any Taxable Period for which a combined return is filed) as the result of an audit by the Internal Revenue Service (or the relevant state or local taxing authorities), a claim for refund or otherwise, the Panavision Group's Federal Tax (or the Panavision Group's State and Local Tax) shall be recomputed for such Taxable Period and any prior and subsequent Taxable Periods to take into account such redetermination, and payments due pursuant to Paragraph 2 hereof shall be appropriately adjusted. Any payment for any Taxable Period by Panavision to Parent or Parent to Panavision required by such adjustment shall be paid within ten (10) days after the date of a Final Determination with respect to such redetermination or as soon as such adjustment practicably can be calculated, if later, together with interest for the period at the rate provided for in the relevant statute.
Redeterminations of Tax Liability. In the event of any redetermination of the consolidated Federal income tax liability of the Group for any Taxable Period (or of the combined state or local income tax liability for any Taxable Period for which a combined state or local income tax return is filed) as a result of an audit by the Internal Revenue Service (or the relevant state or local taxing authorities), a claim for refund or otherwise, the Separate Federal Tax (or Separate State and Local Tax) for each Subsidiary shall be recomputed for such Taxable Period and any prior and subsequent Taxable Periods to take into account such redetermination, including any applicable interest, penalties and additions to tax (to the extent actually imposed or, in the case of interest, imposed or received), and payments due pursuant to Paragraph 2 hereof shall be appropriately adjusted. Any payment by a Subsidiary to Parent or by Parent to a Subsidiary required by such adjustment shall be paid within ten (10) days after the date of a Final Determination with respect to such redetermination or as soon as such adjustment practicably can be calculated.
Redeterminations of Tax Liability. In the event of any redetermination of the consolidated Federal income tax liability of the Group for any Taxable Period as a result of an audit by the IRS, the allowance of a claim for refund, court determination, or otherwise, the Subsidiary Separate Tax shall be recomputed for such Taxable Period to take into account such redetermination in a manner consistent with such revised treatment and the payments pursuant to Paragraphs 2 and 3 shall be appropriately adjusted by MFH in its sole and absolute discretion. Any additional payment required to be made by a party hereto by reason of such adjustment shall be paid by check or wire transfer of funds within 30 days of the date of a Final Determina- tion with respect to such redetermination, or as soon as such adjustment can practicably be calculated, if later, together with interest for the period and at the rate provided for in applicable provisions of the Code and, if applicable, penalties and additions to tax.
Redeterminations of Tax Liability. In the event of any redetermination of the consolidated federal income tax liability of the Parent Consolidated Group for any Agreement Year (or of the consolidated, combined or unitary foreign, state or local income or franchise tax liability for any Agreement Year) as the result of an audit by the Internal Revenue Service (or the relevant foreign, state or local taxing authorities), a claim for refund or otherwise, the Pro Forma Federal Tax Liability and/or the Pro Forma Other Tax Liability, as applicable, of each Subgroup shall be recomputed for such Agreement Year and any prior and subsequent Agreement Years to take into account such redetermination, and payments due pursuant to Section 2 hereof shall be appropriately adjusted. Any payment pursuant to Section 2 hereof that is required pursuant to this Section 5(a) as a result of such adjustment shall be paid within seven (7) days after the date of a Final Determination with respect to such redetermination or as soon as such adjustment can practicably be calculated, if later, together with interest for the period at the rate provided for in the relevant statute.
Redeterminations of Tax Liability. If there is a redetermination of Cadence Taxes or Tality Taxes pursuant to a Final Determination (as defined below), the payments required to be made by Cadence and Tality pursuant to Sections 4.1 and 4.2 shall be recomputed by substituting the amount of the Tax liability as so redetermined. Any additional payment, or any refund, shall be paid no later than three (3) Business Days before the date that such payment is required to be made to, or the refund is received from, the relevant Tax authority by reason of such redetermination. "
Redeterminations of Tax Liability. If there is a redetermination of the Pre-Closing Taxes or the Pre-Closing Straddle Period Taxes of the Company or any of its subsidiaries pursuant to a "Final Determination" (as defined below), the payments required to be made by the Shareholders to Windward pursuant to Section 6.4(A) and 6.4(B) hereof shall be recomputed by substituting the amount of the Tax liability as so redetermined. Such payment shall be made no later than three (3) business days after the date that such payment is made to the relevant taxing authority by reason of such redetermination. "Final Determination" shall mean (i) a decision, judgment, decree or other order by any court of competent jurisdiction, which has become final and is either no longer subject to appeal or for which a determination not to appeal has been made; (ii) a closing agreement made under Section 7121 of the Code or any comparable foreign, state, local, municipal or other Taxing statute; (c) a final disposition by any Tax authority of a claim for refund; or (d) any other written agreement or other state of facts which results in a redetermination of Pre-Closing Taxes or Pre-Closing Straddle Period Taxes becoming final and prohibits such Tax authority from seeking any further legal or administrative remedies with respect to such Taxes.
Redeterminations of Tax Liability. In the event of any redetermination of any item of income, gain, loss, deduction or credit of any member of the Group for any Taxable Period as a result of an examination by the Internal Revenue Service (the “IRS”), any final action by the IRS on an amended return or a claim for refund, the execution of a closing agreement with the IRS or a judicial decision which has become final (a “Final Determination”), the Subsidiary Separate Tax with respect to each Subsidiary shall be recomputed for such Taxable Period (insofar as possible on the basis described in paragraph l(e)) to take into account such redetermination (including any penalties or additions to tax) in a manner consistent with such revised treatment, and the payments pursuant to paragraphs 2 and 3 hereof shall be appropriately adjusted. Any additional payment between Parent and any of the Subsidiaries required by such adjustment shall be paid within seven (7) days of the date of a Final Determination with respect to such redetermination, or as soon as such adjustment can practicably be calculated, if later. Such payment shall be made together with interest for the period from the due date for tax returns for the Taxable Period for which tax liability was recomputed to the date of payment at the rate provided for underpayments in Section 6621(a) of the Code in the case of payments from any Subsidiary to the Parent and at the rate provided for overpayments in Section 6621(a) of the Code in the case of payments to any Subsidiary by the Parent.
Redeterminations of Tax Liability. In the event of any redetermination of the consolidated U.S. federal income tax liability of the Group for any Taxable Period as a result of an audit by the IRS, the allowance of a claim for refund, court determination, or otherwise, the MFFB Subgroup Tax shall be recomputed for such Taxable Period to take into account such redetermination in a manner consistent with such revised treatment, and the payments pursuant to Paragraphs 2 and 3 shall be appropriately adjusted by Parent in its reasonable discretion in a manner consistent with the underlying principles of and procedures for allocation of this Agreement. Any additional payment required to be made by a party hereto (other than Parent) by reason of such adjustment shall be paid by check or wire transfer of funds within 30 days of the date of a Final Determination with respect to such redetermination or as soon as such adjustment can practicably be calculated, if later, together with interest for the period and at the rate provided for in applicable provisions of the Code and, if applicable, penalties and additions to tax. Any additional payment required to be made by Parent by reason of such adjustment shall be paid by check or wire transfer of funds within 30 days of Parent's receipt of the actual refund from the IRS.
Redeterminations of Tax Liability. In the event of any redetermination of the consolidated Federal income tax liability of the Parent Group for any Taxable Period (or of the combined state or local income tax liability for any Taxable Period for which a combined return is filed) as the result of an audit by the Internal Revenue Service (or the relevant state or local taxing authorities), a claim for refund or otherwise, the Operating Group's Federal Tax (or the Operating Group's State or Local Tax) shall be recomputed for such Taxable Period and any prior and subsequent Taxable Periods to take into account such redetermination, and payment due pursuant to Paragraph 2 hereof shall be appropriately adjusted. Any payment between Operating Co. and Parent required by such adjustment shall be paid within seven (7) days after the date of a Final Determination with respect to such redetermination or as soon as such adjustment can practicably be calculated, if later, together with interest for the period at the rate provided for in the relevant statute.
Redeterminations of Tax Liability. In the event of any redetermination of the consolidated Federal income tax liability of the Parent Group for any Taxable Period as a result of audit by the Internal Revenue Service, a claim for refund or otherwise, HRN's Federal Tax and any amount payable by Parent under Paragraph 2 hereof shall be recomputed for such Taxable Period and any subsequent Taxable Periods to take into account such redetermination and the payments pursuant to Paragraph 2 hereof shall be appropriately adjusted (including if necessary by means of a refund of an amount previously paid hereunder). Any payment between Parent and HRN required by such adjustment shall be paid within five (5) days after the date of a Final Determination with respect to such redetermination, or as soon as such adjustment can practicably be calculated, if later, together with interest for the period at the rate provided for in the relevant statute. This Paragraph 5 shall not apply to initial refund claims based upon the carryback of losses or credits of HRN, which shall be governed exclusively by Paragraphs 2 and 4 hereof.
