TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.02(a), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.03, that all or a portion of the Tax deductions in respect of Compensation Payments paid to Alpha Group Employees and Former Employees was not available to the party claiming the Tax deduction, then the appropriate party shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to the party which had previously claimed such Tax deduction, within ten days after such Tax deduction has been Actually Realized by the such appropriate party, the amount of the resulting Tax benefit to such appropriate party.
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 5.2(a), in the event a Tax Audit Proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.5, that all or a portion of the Tax deductions in respect of Compensation Payments paid to Company Employees and Former Employees was not available to the Company Group, Newco shall pay to the Company the amount of the resulting Tax Deficiency (such Tax Refund not to include, or be tax-effected for, any Tax Refund of the Company's allocable share of Allowable Taxes) within 10 days after the Company Group has notified the Newco Group that such Tax Deficiency has been Actually Realized. In the event a Tax Audit Proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.5, that all or a portion of the Tax deductions in respect of Compensation Payments paid to Other Individuals should have been claimed by the Company Group, the Company shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to Newco the amount of any Tax Refund (such Tax Refund not to include, or be tax-effected for, any Tax Refund of the Company's allocable share of Allowable Taxes) arising in respect of such deductions, in each case within 10 days after such Tax Refund is Actually Realized by the Company Group (including at the time estimated Tax payments are due). In the event that any Tax Audit Proceeding shall determine (by settlement or otherwise) that the Company Group realized taxable income directly or indirectly as a result of the payment of any Compensation Payments (determined in a manner analogous to the determination of an Income Tax Detriment), Newco shall pay to the Company the amount of any resulting Tax Deficiency (such Tax Refund not to include, or be tax-effected for, any Tax Refund of the Company's allocable share of Allowable Taxes) within 10 days after the Company Group has notified the Newco Group that such Tax Deficiency has been Actually Realized.
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.01(b), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.05, (i) that all or a portion of the post-Distribution Date Tax deductions in respect of Fortune Common Stock Options should have been claimed by the Fortune Tax Group, the Fortune Tax Group shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall repay to ACCO the amount of any payments made by ACCO to Fortune in respect of such deductions pursuant to Section 4.01(b)(i) within ten days after such determination and (ii) that all or a portion of any post-Distribution Date Tax deductions in respect of ACCO Common Stock Options should have been claimed by the Fortune Tax Group, the Fortune Tax Group shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to ACCO the amount of any Tax refund or credit arising in respect of such Tax deductions within ten days after such Tax refund or credit is Actually Realized by the Fortune Tax Group.
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.02(a), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.05, that all or a portion of the Tax deductions in respect of Compensation Payments was not available to ACCO, then Fortune shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to ACCO, within ten days after such Tax deduction has been Actually Realized by Fortune, the amount of the resulting Tax benefit.
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.01(b), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.03, that all or a portion of the Tax deductions in respect of Conexant Common Stock Options and Conexant Restricted Stock or Alpha Common Stock Options and Alpha Restricted Stock should have been claimed by the Alpha Tax Group or the Conexant Tax Group, respectively, the Alpha Tax Group or the Conexant Tax Group, respectively, shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to Conexant or Alpha, as the case may be, the amount of any Tax refund or credit arising in respect of such Tax deduction within ten days after such Tax refund or credit is Actually Realized by the Alpha Tax Group or the Conexant Tax Group, as the case may be.
TAX AUDIT ADJUSTMENTS. (i) In the event a Tax Audit Proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.5, that the Company Group should have reported Tax Items in respect of the Environmental Coverage Claims or the Health Care Claims that were reported by the Newco Group
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.01(b), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.03, that all or a portion of the Tax deductions in respect of Conexant Common Stock Options and Conexant Restricted Shares or Mindspeed Common Stock Options and Mindspeed Restricted Shares should have been claimed by the Mindspeed Tax Group or the Conexant Tax Group, respectively, the Mindspeed Tax Group or the Conexant Tax Group, respectively, shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to Conexant or Mindspeed, as the case may be, the amount of any Tax refund or credit arising in respect of such Tax deduction within ten days after such Tax refund or credit is Actually Realized by the Mindspeed Tax Group or the Conexant Tax Group, as the case may be.
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 6.1, in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to subsection 6.4, that (i) all or a portion of the Tax deductions in respect of UWS Common Stock Options held by Newco Employees should have been claimed by the Newco Group, Newco shall claim such deductions (by an amended Return or otherwise) and shall pay to UWS the amount of any Tax refund or credit arising in respect of such Tax deduction within ten days after such Tax refund or credit is Actually Realized by the Newco Tax Group and/or (ii) all or a portion of the Tax deductions in respect of Newco Common Stock Options held by UWS Employees should have been claimed by the UWS Group, UWS shall claim such deductions (by an amended Return or otherwise) and shall pay to Newco the amount of any Tax refund or credit arising in respect of such Tax deduction within ten days after such Tax refund or credit is Actually Realized by the UWS Group.
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.01(a), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.04, that all or a portion of the Tax deductions in respect of Compensation Payments paid to Automotive Group Employees or Former Employees was not available to the party claiming the Tax deduction, then in the case of such Tax deductions claimed by the Boeing Tax Group, Automotive shall claim such Tax deductions (by an amended Tax return or otherwise) and shall pay to Rockwell (which shall in turn pay such amount to Boeing) the amount of the resulting Tax deficiency within ten
TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 4.01(b), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.03, that all or a portion of the Tax deductions in respect of Rockwell Common Stock Options or
