Common use of Deconsolidation Clause in Contracts

Deconsolidation. (i) In the event that it is determined that Sub has ceased to be a Member of the Group with respect to any Taxable Period, the amount of any payments ("Deconsolidated Payments") made by Parent or Sub with respect to such or subsequent Tax able Periods under Sections 2 and 3 hereof (taking into account any adjustments pursuant to paragraph (a) of this Section 5) shall be repaid by Sub, or accrued as a liability of Parent, as the case may be, with interest at the rate determined under Section 6621(a)(2) of the Code no sooner than ten (10) days prior to and no later than five (5) days following the earlier of (i) the date of a Final Determination with respect to such determination or (ii) the earliest date such adjustment can reasonably be calculated. In the event Parent accrues a liability to Sub under this Section 5(b)(i) (or Section 2(c) hereof), Parent shall promptly (i) repay to Sub any Deconsolidated Payments that Parent has not forwarded to the IRS; and (ii)(a) file a request with the IRS for a refund of all Deconsolidated Payments that Parent has forwarded to the IRS and pay to Sub all amounts received from the IRS pursuant to such refund request or (b) apply for and receive permission from the IRS to have all Deconsolidated Payments that Parent has forwarded to the IRS credited as payments made by Sub to the IRS (in accordance with Treasury regulation section 1.1502-75(f)(2)). For purposes of this Section 5(b)(i), interest shall be computed in the same manner as the IRS would have computed interest with respect to a hypothetical overpayment equivalent to the amount to be repaid or accrued from the date of such hypothetical overpayment until the date repaid or accrued. (ii) Notwithstanding anything in this Agreement to the contrary, the provisions of the final sentence of Section 3(a) shall continue to apply following Sub's ceasing to be a Member of the Group for any reason.

Deconsolidation. (i) In the event that it is determined that Sub has ceased to be a Member of the Group with respect to any Taxable Period, the amount of any payments ("Deconsolidated Payments") made by Parent or Sub with respect to such or subsequent Tax able Taxable Periods under Sections 2 and 3 hereof (taking into account any adjustments pursuant to paragraph (a) of this Section 5) shall be repaid by Sub, or accrued as a liability of Parent, as the case may be, with interest at the rate determined under Section 6621(a)(2) of the Code no sooner than ten (10) days prior to and no later than five (5) days following the earlier of (i) the date of a Final Determination with respect to such determination or (ii) the earliest date such adjustment can reasonably be calculated. In the event Parent accrues a liability to Sub under this Section 5(b)(i) (or Section 2(c) hereof), Parent shall promptly (i) repay to Sub any Deconsolidated Payments that Parent has not forwarded to the IRS; and (ii)(a) file a request with the IRS for a refund of all Deconsolidated Payments that Parent has forwarded to the IRS and pay to Sub all amounts received from the IRS pursuant to such refund request or (b) apply for and receive permission from the IRS to have all Deconsolidated Payments that Parent has forwarded to the IRS credited as payments made by Sub to the IRS (in accordance with Treasury regulation section 1.1502-75(f)(2)). For purposes of this Section 5(b)(i), interest shall be computed in the same manner as the IRS would have computed interest with respect to a hypothetical overpayment equivalent to the amount to be repaid or accrued from the date of such hypothetical overpayment until the date repaid or accrued. (ii) Notwithstanding anything in this Agreement to the contrary, the provisions of the final sentence of Section 3(a) shall continue to apply following Sub's ceasing to be a Member of the Group for any reason.IRS