Common use of Deferred Taxes Clause in Contracts

Deferred Taxes. Within sixty (60) days after the Closing Date and in connection with the preparation of the Final Closing Balance Sheet, RSI shall prepare and deliver to Allied a deferred tax inventory worksheet (the "Worksheet") setting forth the amount of deferred taxes for the Acquired Ryder Entities. It is anticipated that the Worksheet will be based on the Final Closing Balance Sheet of the Acquired Ryder Entities. To the extent there is any change in the amount of deferred taxes set forth in the Interim Closing Balance Sheet and the Final Closing Balance Sheet, the Purchase Price shall be adjusted in accordance with Section 1.5. On or before the dates the Tax Returns are filed but in no event later than September 30, 1998, RSI shall revise the Worksheet to take into account any final adjustments in the amount of deferred taxes based upon completion of all Income Tax Returns covering any pre-closing period for all Acquired Ryder Entities. RSI shall pay Allied the net amount of any increase in the net deferred Tax Liability of the Acquired Ryder Entities as reflected on the revised Worksheet, and Allied shall pay RSI the net amount of any decrease in the net deferred Tax Liability of the Acquired Ryder Entities as reflected on the revised Worksheet. If there are any subsequent tax assessments or refunds for any of the Acquired Ryder Entities relating to a period ending on or before the Closing Date that result in a change in the amount of deferred taxes as reflected on the Worksheet, RSI shall pay to Allied the amount of any increase in net deferred Tax Liability or Allied shall pay to RSI the amount of any decrease in net deferred Tax Liability, as the case may be. To the extent any adjustment provided in Section 3.12(a) is duplicative with any adjustment under this Section 3.12(e) or Section 1.5(a), such adjustment shall be made under this Section 3.12(e).