Timing Adjustments. In the event that a final determination (which shall include the execution of a Form 870-AD or successor form) results in a timing difference (e.g., an acceleration of income or delay of deductions) that would increase Seller's liability for Taxes pursuant to ARTICLE IX or this ARTICLE X or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase Purchaser's liability for Taxes pursuant to ARTICLE IX or this ARTICLE X, Purchaser or Seller, as the case may be, will promptly make payments to Seller or Purchaser as and when Purchaser or Seller (or its Affiliates), as the case may be, actually realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed to by the Parties).
Timing Adjustments. In the event of any adjustment, including a Final Determination, of a Tax Item (the "Adjusted Item") which results in a Tax Benefit or Tax Detriment for the account of one party and a corresponding Tax Detriment or Tax Benefit (the "Corresponding Item") for the account of the other party, then (I) if the Corresponding Item is a Tax Benefit, the Corresponding Party shall pay the Adjusted Party and (II) if the Corresponding Item is a Tax Detriment, the Adjusted Party shall pay the Corresponding Party, in either case, for each taxable period in which a member of the Group of the party entitled to payment under this Section 3.2(a)(v) actually realizes the Tax Benefit, in the case of (I), or the Tax Detriment, in the case of (II), by reason of the adjustment, an amount equal to such realized Tax Benefit, in the case of (I), or realized Tax Detriment, in the case of (II), including interest (computed at a 5% annual rate) from the original due date (without extensions) for filing of the Return for such taxable period through the date of payment under this Section 3.2(a)(v).
Timing Adjustments. (a) If an audit or other examination by any Taxing Authority with respect to any Income Tax Return shall result (by settlement or otherwise) in any adjustment that (A) decreases deductions, losses or Tax credits or increases income, gains or recapture of Tax credits of a member of the AT Consolidated Group for a Pre-Distribution Period in respect of an item for which AT Co. is responsible hereunder and (B) will permit the Spinco Group to increase deductions, losses or tax credits or decrease income, gains or recapture of tax credits that would otherwise (but for such adjustment) have been taken or reported with respect to the Spinco Group for one or more Post-Distribution Periods, Valor shall, and shall cause the Spinco Group to, pay to AT Co. the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized, provided, however, that this Section 3.02(a) shall not apply to any such adjustment relating to the subject matter of 2.04(a)(i) and the last sentence of Section 4.01.
(b) If an audit or other examination by any Taxing Authority with respect to any Income Tax Return shall result (by settlement or otherwise) in any adjustment that (A) decreases deductions, losses or Tax credits or increases income, gains or recapture of Tax credits of a member of the Valor Group for a Post-Distribution Period and (B) will permit any member of the AT Co. Group or any AT Consolidated Group to increase deductions, losses or tax credits or decrease income, gains or recapture of tax credits in respect of an item for which AT Co. would be responsible hereunder, AT Co. shall, and shall cause the AT Co. Group to, pay to Valor the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized.
(c) The party in control of the audit or other examination to which any such adjustment described in 3.02(a) or (b) above relates shall notify the other party and provide it with adequate information so that it may reflect such adjustment on its applicable Tax Returns.
Timing Adjustments. If a final determination (which shall include the execution of a Form 870-AD or successor form) results (1) in a timing difference (e.g., an acceleration of income or delay of deductions) that would increase a Seller’s liability for Taxes in a Pre-Closing Period but would provide a Tax deduction or otherwise decrease Purchaser’s or the Company’s liability for Taxes in the same or a subsequent Tax period or results (2) in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase Purchaser’s liability for Taxes but would reduce the Company’s income or otherwise decrease Sellers’ liability for Taxes in a Pre-Closing Period, then the party (Purchaser or the Sellers’ Committee) which will obtain a future Tax benefit (the “Benefitted Party”) shall promptly pay to the other an amount equal to the foreign, federal, state and/or local Income Tax benefits inuring to the Benefitted Party. For purposes of this section, the amount of any Income Tax benefits shall be computed on a present value basis using a discount rate equal to the mid-term applicable federal rate in effect on the date the final determination occurs and shall assume a Tax rate equal to the maximum combined statutory federal and applicable state and local Income Tax rate applicable to the Benefitted Party in the year in which the final determination occurs.
Timing Adjustments. 11 ARTICLE V
Timing Adjustments. 27 6.5. Certain Post-Distribution Transactions.............. 28 6.6. Payments Net of Taxes............................... 30
Timing Adjustments. (a) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) decreases deductions, losses, or Tax credits, or increases income, gains, or recapture of Tax credits, of WIN or any of its Subsidiaries for a Pre-Closing Period in respect of an item for which WIN is responsible hereunder and (ii) will permit Holdings or any of its Subsidiaries to increase deductions, losses, or Tax credits, or decrease income, gains, or recapture of Tax credits in respect of any item for which Holdings is responsible hereunder, Holdings shall pay to WIN the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized.
(b) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) decreases deductions, losses, or Tax credits, or increases income, gains, or recapture of Tax credits, of Holdings or any of its Subsidiaries for a Post-Closing Period in respect of an item for which Holdings is responsible hereunder and (ii) will permit WIN or any of its Subsidiaries to increase deductions, losses, or Tax credits, or decrease income, gains, or recapture of Tax credits in respect of any item for which WIN is responsible hereunder, WIN shall pay to Holdings the amounts of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized.
(c) If an audit or other examination by any Taxing Authority with respect to any Tax Return shall result (by settlement or otherwise) in any adjustment that (i) increases deductions, losses, or Tax credits, or decreases income, gains, or recapture of Tax credits, of WIN or any of its Subsidiaries for a Pre-Closing Period in respect of an item for which WIN is responsible hereunder and (ii) will cause Holdings or any of its Subsidiaries to decrease deductions, losses, or Tax credits, or increase income, gains, or recapture of Tax credits in respect of any item for which Holdings is responsible hereunder, WIN shall pay to Holdings the amounts of any Tax Benefits to WIN and its Subsidiaries that result therefrom (but not more than the increased Tax or loss of Tax Benefit to Holdings and its Subsidiaries) within ten (10) days of the date on which such Tax Benefits are realized.
(d) The Party in control of the audit or other examination to which any such adj...
Timing Adjustments. (a) If an audit or other examination of any federal, state or local Tax Return for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment in favor of Echelon or any of its Subsidiaries, then:
(i) Florida Progress shall notify Echelon and shall provide Echelon with adequate information so that it can reflect on the appropriate Tax Returns any resulting increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits; and
(ii) Echelon shall pay Florida Progress the amount of any Tax Benefit that results from such Timing Adjustment within 30 days of the date such Tax Benefits are realized.
(b) If an audit or other examination of any federal, state or local Tax Return for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment to the detriment of Echelon or any of its Subsidiaries, then:
(i) Florida Progress shall notify Echelon and shall provide Echelon with adequate information so that it can reflect on the appropriate Tax Returns any resulting decreases in deductions, losses or tax credits or increases in income, gains or recapture of tax credits; and
(ii) Florida Progress shall pay Echelon the amount of any Tax Detriment that results from such Timing Adjustment within 30 days of the date such Tax Detriment is realized, provided, however, that the amount of any payment made by Florida Progress pursuant to this Section 4.3(b)
Timing Adjustments. Holdco's Income Tax Increase. If there is an Adjustment to any item reported on an Income Tax return filed with respect to ConAgra or any of its Affiliates (including any Acquiring Company or any Acquired Company) for a Pre-Closing Period that results in a decrease in the Income Tax liabilities of ConAgra or any of its Affiliates (including any Acquiring Company or any Acquired Company to the extent ConAgra is liable for such Income Tax liabilities under this Agreement) and such Adjustment results in a corresponding Adjustment to items reported on an Income Tax Return filed by or with respect to Holdco, any Acquiring Company or any Acquired Company or any Affiliate for a period (or portion of a period) occurring after the Closing Date, with the result that the Income Tax liabilities of Holdco, any Acquiring Company or Acquired Company, or any such Affiliate with respect to such period are increased, then ConAgra shall pay to Holdco an amount equal to such increase in Income Taxes of Holdco or Holdco's Affiliate, such payment being limited to the decrease in the Income Tax liabilities of ConAgra and its Affiliates.
Timing Adjustments. If a Tax audit proceeding or an amendment of a Tax return results in a timing difference that would increase Seller’s liability for Taxes pursuant to this Article XIII (e.g., an acceleration of income or delay of deductions) or results in a timing difference that would increase Buyer's liability for Taxes pursuant to this Article XIII (e.g., an acceleration of deductions or delay of income), Buyer or Seller, as the case may be, will promptly make payments to Seller or Buyer as and when Buyer or Seller, as the case may be, Actually Realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed to by the parties). In determining the amount of any such Tax benefit, Buyer or Seller, as the case may be, will be deemed to be subject (a) to the applicable federal and/or local country Income Taxes at the maximum statutory rate then in effect and (b) to state and local Taxes (if applicable) at a combined state and local Tax rate of 5 percent, which will be Tax effected at such maximum Tax rate.
