Common use of Subsequent Changes in Treatment of Tax Items Clause in Contracts

Subsequent Changes in Treatment of Tax Items. In the event of a change in the treatment of any Tax Item of any member of the Continental Group or any Holdings Group Taxpayer for any taxable period as a result of a Final Determination, the filing of a claim for Refund, the filing of an amended Tax Return for such period or the reflection of a change in treatment reflected in a subsequently filed Tax Return (a "Change Event"), the following steps shall be taken: (a) To the extent the change affects a Pre-Deconsolidation Period, Continental shall prepare Pro Forma Holdings Group Consolidated Returns and/or Pro Forma Holdings Group Combined Returns, as appropriate, for each such period with and without the changed Tax Items and determine the amount of change, if any, in the amount of the Holdings Group Federal Income Tax Liability and/or the Holdings Group Combined Tax Liability for each such period that results from the change. If the change results in a net increase in the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability for all affected periods, Holdings shall pay to Continental the amount of the increase no later than twenty (20) days following the relevant Change Event. If the change results in a net decrease in the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability for all affected periods, Continental shall pay to Holdings the amount of the increase no later than twenty (20) days following the relevant Change Event. (b) To the extent the change affects a taxable period ending after the Deconsolidation Date, the Tax Detriment Payments and Tax Benefit Payments shall be recalculated under Section 4.

Subsequent Changes in Treatment of Tax Items. In For any Pre-Deconsolidation Period, in the event of a change in the treatment of any Tax Item of any member of the Continental a Consolidated Group or any Holdings Combined Group Taxpayer for any taxable period as a result of a Final Determination, the filing of a claim for Refund, the filing of an amended Tax Return for such period or the reflection of a change in treatment reflected in a subsequently filed Tax Return (a "Change Event")Return, the following steps shall be taken: (a) To the extent the such change affects a Deconsolidation Period (including a change in the Tax Attributes of the Holdings Group as of the end of such period), Continental shall prepare a revised Pro Forma Holdings Group Consolidated Returns and/or revised Pro Forma Holdings Group Combined Returns, as appropriate, to reflect the change of such Tax Item. Following the preparation of such revised pro forma Tax Returns, Continental shall prepare and deliver to Holdings a recalculation of the payment obligations under Sections 4.1 and 4.6 no later than twenty (20) Business Days following the event that triggers the change. If any additional payment is required to be made (or any refund of amounts previously paid) as a result of the change, such payment (plus interest at the Agreed Rate from the date the original payment was made under section 4.6) shall be made no later than ten (10) Business Days following the delivery of the relevant recalculation. (b) To the extent such change affects one or more Pre-Deconsolidation Periods other than a Deconsolidation Period, Continental shall prepare Pro Forma Holdings Group Consolidated Returns and/or Pro Forma Holdings Group Combined Returns, as appropriate, for each such period with and without the changed Tax Items and determine the amount of change, if any, in the amount of the Holdings Group Federal Income Tax Liability and/or the Holdings Group Combined Tax Liability for each such period that results from the change. If the change results in a net increase in the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability for all affected periods, Holdings shall pay to Continental the amount of the increase (plus interest at the Agreed Rate from the filing date of the original relevant Tax Returns) no later than twenty (20) days Business Days following the relevant Change Eventevent that triggers the change. If the change results in a net decrease in the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability for all affected periods, Continental shall pay to Holdings the amount of the increase (plus interest at the Agreed Rate from the filing date of the original relevant Tax Returns) no later than twenty (20) days Business Days following the relevant Change Eventevent that triggers the change. (b) To the extent the change affects a taxable period ending after the Deconsolidation Date, the Tax Detriment Payments and Tax Benefit Payments shall be recalculated under Section 4.

Subsequent Changes in Treatment of Tax Items. In the event of a change in the treatment of any Tax Item of any member of the Continental Group or any Holdings Group Taxpayer for any taxable period as a result of a Final Determination, the filing of a claim for Refund, the filing of an amended Tax Return for such period or the reflection of a change in treatment reflected in a subsequently filed Tax Return (a "Change Event"), the following steps shall be taken: (a) To the extent the change affects a Pre-Deconsolidation Period, Continental shall prepare Pro Forma Holdings Group Consolidated Returns and/or Pro Forma Holdings Group Combined Returns, as appropriate, for each such period with and without the changed Tax Items and determine the amount of change, if any, in the amount of the Holdings Group Federal Income Tax Liability and/or the Holdings Group Combined Tax Liability for each such period that results from the change. If the change results in a net increase in the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability for all affected periods, Holdings shall pay to Continental the amount of the increase no later than twenty (20) days following the relevant Change Event. If the change results in a net decrease in the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability for all affected periods, Continental shall pay to Holdings the amount of the increase no later than twenty (20) days following the relevant Change Event. (b) To the extent the change affects a taxable period ending after the Deconsolidation Date, the Tax Detriment Payments and Tax Benefit Payments shall be recalculated under Section 44.8. If the recalculated payment differs from the original amount, Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, an amount equal to such difference, no later than twenty (20) days following the relevant Change Event. In performing the recalculations required by this paragraph, the Adjusted Holdings Tax Liability will not include any interest and penalties from the relevant change (to the extent such interest and penalties result from changes to the Tax treatment of the Internal Restructuring described in Section 2.3), with the result that any such interest and penalties incurred by a Holdings Group Taxpayer will decrease the recalculated Tax Benefit Payments or increase the recalculated Tax Detriment Payments. As appropriate, to the extent that a recalculated payment made pursuant to this Section 4.9(b) does not include interest (or a similar charge) paid to a Tax Authority, such recalculated payment shall include interest computed under the principles of 4.8(d)(iii).