Common use of TAX AUDIT ADJUSTMENTS Clause in Contracts

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 5.2(a5.1(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 Newco Options held by 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 Newco Options held by 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 deductionsTax deduction, 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 exercise or settlement (including payment by Newco in cash or stock) of the Newco Options or the disqualifying disposition of any Compensation Payments stock received upon exercise thereof (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 Sellers shall be responsible for the provisions good faith representation of Section 5.2(a)the Xxxxx Entities in regard to all present and future US federal, in state, local, and foreign Tax audits, protests and appeals for all years or periods open for the event a assessment of Tax Audit Proceeding deficiencies with respect to any Tax period ending on or before the Closing Date. Buyer promptly shall determine (by settlement or otherwise)inform, or shall cause the parties otherwise determine Xxxxx Entities promptly to inform, Sellers of (A) the commencement of any audit or examination, (B) proposals of deficiencies or refunds, and (C) the assessment of deficiencies or the agreement to refund an overpayment of Taxes, with respect to the Xxxxx Entities for any Tax period for which Sellers have indemnified Buyer pursuant to Section 4.59.2(a). Buyer shall be entitled to participate in such audits and any subsequent protests and appeals, that all and to review any work papers relating thereto with respect to such Tax periods at Buyer's expense. Neither Buyer nor the Xxxxx Entities shall settle, compromise, accept, reject, protest or a portion appeal any adjustment or proposed adjustment in connection with any Tax audit or examination unless Buyer and the Xxxxx Entities have first obtained Sellers' written approval with respect to such adjustment, which approval shall not unreasonably be withheld or delayed, if such actions would materially and adversely affect the Tax liability of the Tax deductions Xxxxx Entities or Sellers giving effect to this Agreement. Sellers shall not settle, compromise, accept, reject, protest or appeal any adjustment or proposed adjustment in connection with any tax audit or examination unless Sellers have first obtained Buyer's written approval with respect to such adjustment, which approval shall not be unreasonably withheld or delayed, if such actions would materially and adversely affect the tax liability of Compensation Payments paid Buyer giving effect 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 Realizedthis Agreement.

TAX AUDIT ADJUSTMENTS. Notwithstanding the provisions of Section 5.2(a4.04(a), in the event a Tax Audit Proceeding audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.54.06 or otherwise, that (i) 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 Celeritas Litigation included in Rockwell's federal consolidated 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 Return pursuant to Section 4.54.01(a)(i) or otherwise, that all should be or a portion of the Tax deductions in respect of Compensation Payments paid to Other Individuals should have been claimed by the Company Conexant Tax Group, the Company Conexant Tax Group shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to Newco Rockwell the amount of any Tax Refund (such Tax Refund not to include, refund or be tax-effected for, any Tax Refund of the Company's allocable share of Allowable Taxes) credit arising in respect of such deductions, in each case Tax deduction within 10 ten days after such Tax Refund refund or credit is Actually Realized by the Company Group Conexant Tax Group, (including at ii) that all or a portion of the time estimated tax deductions in respect of the Celeritas Litigation included in Conexant's federal consolidated Tax payments are due). In the event that any Return pursuant to Section 4.01(a)(ii) should be or should have been included in Rockwell's federal consolidated Tax Audit Proceeding Returns, Rockwell shall determine claim such Tax deductions (by settlement amended Tax Return or otherwise) and shall pay to Conexant 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 Rockwell Tax Group, such amount of payment not to exceed the payments made by Conexant to Rockwell pursuant to the last sentence of Section 4.04(a), (iii) that all or a portion of any amount included in Conexant's federal consolidated Tax Returns in accordance with Section 4.04(a)(iii) should be or should have been included in Rockwell's federal consolidated Tax Returns, the Company Conexant Tax Group realized shall claim a corresponding exclusion from taxable income directly (by amended Tax Return or indirectly otherwise) and Rockwell shall be entitled to treat such amount as a result an additional deductible payment in respect of the payment Celeritas Litigation or, if such Tax deduction is properly claimed by the Conexant Tax Group, Rockwell shall be entitled to receive from the Conexant Tax Group the amount of any Compensation Payments (determined in Tax refund or credit within ten days after such Tax refund or credit is Actually Realized by the Conexant Tax Group, provided that, the Conexant Tax Group will not be deemed to Actually Realize a manner analogous Tax refund or credit except to the determination extent it has been permitted to exclude the interest from taxable income; and (iv) that all or a portion of any amount included in Conexant's federal consolidated Tax Returns in accordance with Section 4.04(a)(iv) should have been included in the Rockwell federal consolidated Tax Returns, the Conexant Tax Group shall claim a corresponding Tax refund or credit (by an Income amended Tax Detriment), Newco Return or otherwise) and shall pay to the Company Rockwell Tax Group the amount of any resulting Tax Deficiency (such Tax Refund not to include, refund or be tax-effected for, any Tax Refund of the Company's allocable share of Allowable Taxes) credit within 10 ten days after the Company Group has notified the Newco Group that such Tax Deficiency has been refund or credit is Actually RealizedRealized by the Conexant Tax Group.