Treatment of Adjustments. (a) If any adjustment is made in a Return relating to Federal Taxes or Combined State Taxes of the Holdings Consolidated Group, after the filing thereof, in which income or loss of any member of the RJRN Tax Group is included, then within 30 days of the time of a Final Determination of such adjustment, the Designated RJRN Affiliate shall pay to Holdings, or Holdings shall pay to the Designated RJRN Affiliate, as the case may be and as appropriate, (i) the difference between (A) all payments actually made, net of all refunds or recoupments received or otherwise Effectively Realized, by the Designated RJRN Affiliate (or treated as such) in accordance with the principles of Article 3 for the taxable year covered by such Return, and (B) all payments that would have been made by the Designated RJRN Affiliate (or treated as such) in accordance with the principles of this Article 3 for the taxable year covered by such Return taking such adjustment into account, and (ii) related adjustments to penalties and interest. Without limiting the generality of Section 3.09(a)(ii) or 3.09(b)(ii), the determination of penalties and interest generally shall take into account the timing and magnitude of the relevant payments, refunds or recoupments made.
(b) If any adjustment is made in a Return relating to Federal Taxes or Combined State Taxes of the Holdings Consolidated Group, after the filing thereof, in which income or loss of any member of the Nabisco Tax Group is included, then within 30 days of the time of a Final Determination of such adjustment, Nabisco shall pay to Holdings, or Holdings shall pay to Nabisco, as the case may be and as appropriate, (i) the difference between (A) all payments actually made, net of all refunds or recoupments received or otherwise Effectively Realized, by Nabisco (or treated as such) in accordance with the principles of Article 3 for the taxable year covered by such Return, and (B) all payments that would have been made by Nabisco (or treated as such) in accordance with the principles under Article 3 for the taxable year covered by such Return taking such adjustment into account, and (ii) related adjustments to penalties and interest.
(c) Any refunds or credits of tax received or otherwise Effectively Realized by Holdings, a member of the Nabisco Tax Group or a member of the RJRN Tax Group, as the case may be, relating to a taxable year that includes a Pre-Distribution Period, to the extent reflecting a tax saving attributable to any ite...
Treatment of Adjustments. Unless otherwise required by Applicable Law, any amount paid by the Members or Parent under Section 12.02 will be treated as an adjustment to the Adjusted Purchase Price for all federal, state, local and foreign Tax purposes, and the parties shall file their Tax Returns accordingly unless otherwise required by Applicable Law.
Treatment of Adjustments. If any adjustment is made in a Federal Tax ------------------------ return of the ASI Group or in a return relating to a Combined State Tax Return of the ASI Group, after the filing thereof, in which income or loss of the Logility Group (or any member thereof) is included, then at the time of a Final Determination of the adjustment Logility shall pay to ASI, or ASI shall pay to Logility, as the case may be, the difference between all payments actually made under Section 2.1 with respect to the taxable year or period covered by such tax return and all payments that would have been made under Section 2.1 taking such adjustment into account together with any penalties actually paid and interest for each day until the date of Final Determination calculated at the rate determined, in the case of a payment by Logility, under Section 6621(a)(2) of the Code and, in the case of a payment by ASI, under Section 6621(a)(1) of the Code.
Treatment of Adjustments. If any adjustment is made in a Federal Tax return of the IDT Group or in a return relating to a Combined Tax of the IDT Group, after the filing thereof, in which income or loss of the Net2Phone Group (or any member thereof) is included, then at the time of a Final Determination of the adjustment Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as the case may be, the difference between all payments actually made under Section 2.1 with respect to the taxable year or period covered by such tax return and all payments that would have been made under Section 2.1 taking such adjustment into account together with any penalties actually paid and interest for each day until the date of Final Determination calculated at the rate determined, in the case of a payment by Net2Phone, under Section 6621(a)(2) of the Code and, in the case of a payment by IDT, under Section 6621(a)(1) of the Code.
Treatment of Adjustments. If any adjustment is made in a Federal Tax return of The Limited Group or in a return relating to a Combined State Tax, after the filing thereof, in which income or loss of the Abercrombie & Fitch Group (or any member thereof) is included, then at the time of a Final Determination of the adjustment, Abercrombie & Fitch shall pay to The Limited or The Limited shall pay to Abercrombie & Fitch, as the case may be, the difference between all payments actually made under Section 3 with respect to the taxable year or period covered by such tax return and all payments that would have been made under Section 3 taking such adjustment into account, together with any penalties actually paid and interest for each day until the date of Final Determination calculated at a rate equal to Prime rate.
Treatment of Adjustments. Any amount to be paid pursuant to this Section 2.8 will be treated as an adjustment to the Merger Consideration for all purposes.
Treatment of Adjustments. (a) If any Adjustment of a Tax Item is made to a Tax Return relating to Federal or State Taxes of the Distributing Group, after the filing thereof, in which income or loss of any Controlled or any of its Subsidiaries is included, then within 30 days of a Final Determination of such Adjustment, Controlled shall pay to Distributing, or Distributing shall pay to Controlled, as the case may be and as appropriate, (i) the difference between (A) all payments actually made, net of all refunds or recoupments received or otherwise realized, by Controlled or Distributing, as the case may be (or treated as such) in accordance with the principles of this Section 5 with respect to such Tax Item for the Tax Period or fiscal period covered by such Return, and (B) all payments that would have been made by Controlled or Distributing, as the case may be (or treated as such) in accordance with the principles under this Article 5 with respect to such Tax Item for the Tax Period or fiscal period covered by such Return taking such Adjustment into account and (ii) related penalties and interest.
Treatment of Adjustments. If any adjustment is made in a Federal Tax Return or a Combined State Tax Return of the Aetna Consolidated Group, after the filing thereof, in which income or loss of any member of the Health Group is included, then within five calendar days of the time of a Final Determination of such adjustment, Spinco shall pay to Aetna or Aetna shall pay to Spinco, as the case may be, the difference between all payments actually made pursuant to (or in accordance with the principles of) Article 3 (and any other applicable provisions of this Agreement) with respect to the taxable year covered by such Return and all payments that would have been made pursuant to (or in accordance with the principles of) Article 3 (and any other applicable provisions of this Agreement) taking such adjustment into account with respect to such taxable year, together with any penalties actually paid and interest for each day until the date of Final Determination calculated at the Intercompany Interest Rate.
Treatment of Adjustments. If any adjustment is made on a tax return of the PARENT Group, after the filing thereof, in which income or loss of a SUBSIDIARY is included, then at the time of a Final Determination of the adjustment, such SUBSIDIARY shall pay to PARENT or PARENT shall pay to such SUBSIDIARY, as the case may be, the difference between all payments actually made under Section 2(a) with respect to the taxable year covered by such tax return and all payments that would have been made under Section 2(a) taking such adjustment into account, together with any penalties actually paid and interest for each day until the date of Final Determination calculated at the rate determined, in the case of a payment by such SUBSIDIARY, under Section 6621(a)(2) of the Code and, in the case of a payment by PARENT, under Section 6621(a)(1) of the Code.
Treatment of Adjustments. Except as provided in Section 3(a) below, ------------------------ if any adjustment (including any adjustment affecting the use of a Tax Asset, but not including any adjustment resulting in a refund under Section 4 below) is made in a tax return of the Companies Consolidated Return Group, after the filing thereof, in which income or loss of the Kraft Group is included, then at the time of a Final Determination of the adjustment, Kraft shall pay to Companies or Companies shall pay to Kraft (or Companies shall apply against amounts due from Kraft under Section 2(b)(iv) of this Agreement), as the case may be: (i) the difference between
