Common use of Audit Adjustments Clause in Contracts

Audit Adjustments. (A) If, as a result of the examination of the consolidated federal, state or local income tax return of the Shareholder or the Company (or any predecessor) for a taxable year ending on or before or including the Closing Date, there shall be any adjustment which decreases deductions, losses or credits against taxes ("Tax Benefits") or which increases income, gains or recaptures of credits against taxes ("Tax Detriments") for any such taxable year and which will permit the Buyer or the Company (or any corporation in an affiliated group of which the Buyer or the Company is a member) to increase the Tax Benefits or decrease the Tax Detriments to which they would otherwise have been entitled for any taxable year beginning on or after the Closing Date, the Shareholder will notify the Buyer of such adjustment and provide the Buyer with such information as may be necessary for the Buyer to take account of such increases or decreases through the filing of a claim for refund or otherwise. The Buyer shall take such action as is necessary to secure the benefit of such increases or decreases and shall pay the Shareholder the amount of such benefit (together with interest, if any, received), such amount to be paid when and as such benefit is realized, less the amount, if any, of the Buyer's reasonable expenses incurred in securing such benefit for the Shareholder. 8 (B) If, as a result of the examination of the consolidated or separate federal, state or local income tax return of any group of corporations of which the Buyer or the Company (or any successor) is a member for a taxable year beginning on or after the Closing Date, there shall be any adjustment which decreases Tax Benefits or increases Tax Detriments for any such taxable year and which will permit the Shareholder or any member of the Shareholder's consolidated group to increase Tax Benefits or decrease Tax Detriments to which the Shareholder would otherwise have been entitled for any taxable year ending on or before and including the Closing Date, the Buyer will notify the Shareholder of such adjustment and provide the Shareholder with such information as may be necessary for the Shareholder to take account of such increase or decrease through the filing of a claim for refund or otherwise. The Shareholder shall take such action as is necessary to secure the benefit of such increases or decreases and shall pay to the Buyer the amount of such benefit (together with interest, if any, received), such amount to be paid when and as such benefit is realized, less the amount, if any, of the Shareholder's reasonable expenses incurred in securing such benefit for the Buyer.

Audit Adjustments. (Aa) If, If as a result of the examination of the consolidated federal, state state, or local income tax return or franchise Tax Returns of the Shareholder Company, or any group of corporations that includes the Company (or any predecessor) for a taxable year ending on or before before, or including including, the Closing Date, there shall be made after the Closing Date any adjustment which that increases deductions, losses, or credits against Taxes or that decreases income, gain or recapture of credits against Taxes ("Tax Benefits") or that increases income, gain, or recapture of credits against Taxes or decreases deductions, losses or credits against taxes ("Tax Benefits") or which increases income, gains or recaptures of credits against taxes Taxes ("Tax Detriments") for any such taxable year and which that will permit the Buyer Sellers or the Company (or any corporation entity that is included in an affiliated group of which the Buyer a Tax Return that includes Purchaser or the Company is a memberCompany) to increase the Tax Benefits or decrease the Tax Detriments to which they would otherwise have been entitled for any taxable year beginning on or after the Closing Date, the Shareholder Sellers will notify the Buyer Purchaser of such adjustment and provide the Buyer Purchaser with such information as may be necessary for the Buyer Purchaser to take account of such increases or decreases through the filing of a claim for of refund or otherwise. The Buyer Purchaser shall take such action as is any reasonable actions necessary to secure the benefit of such increases or decreases and decreases. In any taxable year in which the net effect of such adjustments is a Tax Benefit to the Company, Purchaser shall pay the Shareholder the amount of indemnify Sellers for such benefit (together with interest, if any, received), such amount to be paid when and as such benefit is realizedplus any interest actually received by Purchaser from the relevant Tax authority, less the amount, if any, of the BuyerPurchaser's reasonable net expenses incurred in securing such benefit benefit) within thirty (30) Business Days after the Tax Return reflecting those net Tax Benefits is filed; if the net effect is a Tax Detriment to the Company, Sellers shall indemnify Purchaser for such detriment (plus any reasonable expenses of Purchaser incurred in attempting to mitigate such detriment) to the Shareholderextent that such detriment is not indemnified pursuant to this Section 10.6, within thirty (30) Business Days after the Tax Return reflecting those net Tax Detriments is filed. 8 (B) If, after Purchaser or Sellers have made a payment to the other in respect of a Tax Benefit or Tax Detriment, there is a subsequent adjustment in the amount of such Tax Benefit or Tax Detriment as a result of the an examination of the consolidated or separate by federal, state state, or local income tax return of any group of corporations of which Tax authorities, Purchaser or Sellers, as the Buyer or the Company (or any successor) is a member case may be, shall make an appropriate payment for a taxable year beginning on or after the Closing Date, there shall be any adjustment which decreases Tax Benefits or increases Tax Detriments for any such taxable year and which will permit the Shareholder or any member of the Shareholder's consolidated group to increase Tax Benefits or decrease Tax Detriments to which the Shareholder would otherwise have been entitled for any taxable year ending on or before and including the Closing Date, the Buyer will notify the Shareholder of such adjustment and provide the Shareholder with such information as may be necessary for the Shareholder to take account of such increase or decrease through the filing of a claim for refund or otherwise. The Shareholder shall take such action as is necessary to secure the benefit of such increases or decreases and shall pay to the Buyer the amount of such benefit adjustment in such Tax Benefit or Tax Detriment, promptly after the Tax Return reflecting such adjustment is filed. Each party agrees to use commercially reasonable efforts to defend against any such adjustment that is a decrease in Tax Benefits or an increase in Tax Detriments. Notwithstanding any other provision contained herein, this Section 10.6 shall be subject to the limitations set forth in Section 9.10 and shall apply only so long as Sellers and Purchaser are obligated hereunder to indemnify Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, with respect to such audit and no payment shall be made under this Section 10.6 to the extent that the related Tax Benefits or Tax Detriments have been accrued on the Closing Balance Sheet and resulted in an adjustment to the Purchase Price under Section 2.3 hereof. (together with interest, if any, received), such b) In calculating any amount to be paid when and as such benefit is realizedindemnified pursuant to this Section 10.6, less each party shall be deemed to be subject to Tax at the amountcombined effective Tax rate for the Taxable Period in question, if any, taking into account the appropriate state apportionment factors of the Shareholder's reasonable expenses incurred in securing such benefit Company for the BuyerTaxable Period in question. Any payment pursuant to this Section 10.6 shall constitute an adjustment to the Purchase Price under this Agreement.

Audit Adjustments. (A) If, as a result of the examination of the consolidated federal, state or local income tax return of the Shareholder or the Company (or any predecessor) for a taxable year ending on or before or including the Closing Date, there shall be any adjustment which decreases deductions, losses or credits against taxes ("Tax Benefits") or which increases income, gains or recaptures of credits against taxes ("Tax Detriments") for any such taxable year and which will permit the Buyer or the Company (or any corporation in an affiliated group of which the Buyer or the Company is a member) to increase the Tax Benefits or decrease the Tax Detriments to which they would otherwise have been entitled for any taxable year beginning on or after the Closing Date, the Shareholder will notify the Buyer of such adjustment and provide the Buyer with such information as may be necessary for the Buyer to take account of such increases or decreases through the filing of a claim for refund or otherwise. The Buyer shall take such action as is necessary to secure the benefit of such increases or decreases and shall pay the Shareholder the amount of such benefit (together with interest, if any, received), such amount to be paid when and as such benefit is realized, less the amount, if any, of the Buyer's reasonable expenses incurred in securing such benefit for the Shareholder. 8. (B) If, as a result of the examination of the consolidated or separate federal, state or local income tax return of any group of corporations of which the Buyer or the Company (or any successor) is a member for a taxable year beginning on or after the Closing Date, there shall be any adjustment which decreases Tax Benefits or increases Tax Detriments for any such taxable year and which will permit the Shareholder or any member of the Shareholder's consolidated group to increase Tax Benefits or decrease Tax Detriments to which the Shareholder would otherwise have been entitled for any taxable year ending on or before and including the Closing Date, the Buyer will notify the Shareholder of such adjustment and provide the Shareholder with such information as may be necessary for the Shareholder to take account of such increase or decrease through the filing of a claim for refund or otherwise. The Shareholder shall take such action as is necessary to secure the benefit of such increases or decreases and shall pay to the Buyer the amount of such benefit (together with interest, if any, received), such amount to be paid when and as such benefit is realized, less the amount, if any, of the Shareholder's reasonable expenses incurred in securing such benefit for the Buyer.