Common use of Transfer Pricing Clause in Contracts

Transfer Pricing. If, as the result of any Final Determination relating to intercompany transfer pricing with respect to any item or items reflected on any Income Tax Return of a member of any Company Group for a Pre-Deconsolidation Period, there is an increase in Income Taxes payable for such Tax Period by any member of such Company Group, then, upon the reasonable written request of, and at the expense of, the relevant Company, the other Companies, as relevant, shall (and shall cause their respective Affiliates to) amend any Tax Returns of any member of such other Company Group(s), as applicable, to the extent such amendment would result in a corresponding or correlative reduction in Taxes otherwise payable by a member of such other Company Group(s) and shall promptly pay over any Tax Benefit actually realized in cash as a result of such amendment (determined on a “with or without” basis); provided, however, that no Company (or any Affiliates of any Company) shall (a) have any obligation to amend any Tax Return pursuant to this Section 4.11 to the extent doing so would have an adverse effect on such Company or any of its Affiliates that is material or (b) be obligated to make a payment otherwise required pursuant to this Section 4.11 to the extent making such payment would place such Company (or any of its Affiliates) in a less favorable net after-Tax position than such Company (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Company or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.

Transfer Pricing. If, as the result of any Final Determination relating to intercompany transfer pricing with respect to any item or items reflected on any Income Tax Return of a member of any Company the Parent Group or the SpinCo Group for a Pre-Deconsolidation Distribution Date Tax Period, there is an increase in Income Taxes payable for such Tax Period by any member of such Company the Parent Group or SpinCo Group, then, upon the reasonable written request of, and at the expense of, the relevant Companymember, the other Companiesmembers, as relevant, shall (and shall cause their respective Affiliates to) amend any Tax Returns of any member of such other Company Group(s)Parent Group or SpinCo Group, as applicable, to the extent such amendment would result in a corresponding or correlative reduction in Taxes otherwise payable by a member of such other Company Group(s) Group and shall promptly pay over any Tax Benefit actually realized in cash as a result of such amendment (determined on a “with or without” basis); provided, however, that no Company Party (or any Affiliates of any CompanyParty) shall (a) have any obligation to amend any Tax Return pursuant to this Section 4.11 4.5 to the extent doing so would have an adverse effect on such Company Party or any of its Affiliates that is material material, (b) be obligated to amend any Tax Return unless the amount of such Tax Benefit realized in cash exceeds $500,000 or (bc) be obligated to make a payment otherwise required pursuant to this Section 4.11 4.5 to the extent making such payment would place such Company Party (or any of its Affiliates) in a less favorable net after-Tax position than such Company Party (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Company Party or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.

Transfer Pricing. If, as the result of any Final Determination relating to intercompany transfer pricing (or any comparable intercompany arrangement) with respect to any item or items reflected on any Income Tax Return of a member of any Company the Parent Group or the SpinCo Group for a Pre-Deconsolidation Distribution Period, there is an increase in Income Taxes payable for such Tax Period by any member of such Company the Parent Group or the SpinCo Group, respectively, then, upon the reasonable written request of, and at the expense of, the relevant Company, the other CompaniesParent or SpinCo, as relevantapplicable, SpinCo or Parent, as applicable, shall (and shall cause their its respective Affiliates to) amend any Tax Returns of any member of such other Company Group(s)the SpinCo Group or the Parent Group, as applicable, to the extent such amendment would result in a corresponding or correlative reduction in Taxes otherwise payable by a member of such other Company Group(s) the SpinCo Group or the Parent Group, as applicable, and shall promptly pay over any Tax Benefit actually realized in cash as a result of such amendment (determined on a “with or without” basis); provided, however, that no Company Party (or nor any Affiliates of any Companyits Affiliates) shall (a) have any obligation to amend any Tax Return pursuant to this Section 4.11 3.12 to the extent doing so would have an adverse effect on such Company Party (or any of its Affiliates Affiliates) that is material or (b) be obligated to make a payment otherwise required pursuant to this Section 4.11 3.12 to the extent making such payment would place such Company Party (or any of its Affiliates) in a less favorable net after-Tax position than such Company Party (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Company Party or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.