THE RELEVANT TAXING
AUTHORITY (IN THE CASE OF ALL OTHER RESERVED TAXES) ALL RESERVED TAXES IN
ACCORDANCE WITH PAST PRACTICE (BUT, IN THE CASE OF RESERVED CONSOLIDATED TAXES,
IN NO EVENT LATER THAN 5 BUSINESS DAYS FOLLOWING THE NET WORTH ADJUSTMENT REPORT
FINALIZATION DATE). FOR THE AVOIDANCE OF DOUBT, BUYER SHALL PAY SELLER THE FULL
AMOUNT ACCRUED FOR RESERVED CONSOLIDATED TAXES (REGARDLESS OF ANY ACTUAL TAX
LIABILITY).
(III)
FOR PURPOSES OF SECTIONS 8.1(A)(I) AND (A)(II), WHENEVER IT IS
NECESSARY TO DETERMINE THE LIABILITY FOR TAXES OF THE COMPANIES FOR A STRADDLE
PERIOD, THE DETERMINATION OF SUCH TAXES FOR THE PORTION OF THE STRADDLE PERIOD
ENDING ON AND INCLUDING, AND THE PORTION OF THE STRADDLE PERIOD BEGINNING AFTER,
THE CLOSING DATE SHALL BE DETERMINED BY ASSUMING THAT THE STRADDLE PERIOD
CONSISTED OF TWO TAXABLE YEARS OR PERIODS, ONE WHICH ENDED AT THE CLOSE OF THE
CLOSING DATE AND THE OTHER WHICH BEGAN AT THE BEGINNING OF THE DAY FOLLOWING THE
CLOSING DATE, AND ITEMS OF INCOME, GAIN, DEDUCTION, LOSS OR CREDIT OF THE
COMPANIES FOR THE STRADDLE PERIOD SHALL BE ALLOCATED BETWEEN SUCH TWO TAXABLE
YEARS OR PERIODS ON A "CLOSING OF THE BOOKS BASIS" BY ASSUMING THAT THE BOOKS OF
THE COMPANIES WERE CLOSED AT THE CLOSE OF THE CLOSING DATE; PROVIDED, HOWEVER,
THAT (I) TRANSACTIONS OCCURRING ON THE CLOSING DATE THAT ARE PROPERLY ALLOCABLE
(BASED ON, AMONG OTHER RELEVANT FACTORS, FACTORS SET FORTH IN TREASURY
REGULATION SECTION 1.1502-76(B)(1)(II)(B)) TO THE PORTION OF THE CLOSING DATE
AFTER THE CLOSING SHALL BE ALLOCATED TO THE TAXABLE YEAR OR PERIOD THAT IS
DEEMED TO BEGIN AT THE BEGINNING OF THE DAY FOLLOWING THE CLOSING DATE,
(II) EXEMPTIONS, ALLOWANCES OR DEDUCTIONS THAT ARE CALCULATED ON AN ANNUAL
BASIS, SUCH AS THE DEDUCTION FOR DEPRECIATION, SHALL BE APPORTIONED BETWEEN SUCH
TWO TAXABLE YEARS OR PERIODS ON A DAILY BASIS AND (III) ALL FACILITATING
TRANSACTIONS SHALL BE ALLOCATED TO THE PERIOD BEFORE THE CLOSING DATE.
(IV)
IF, AS A RESULT OF ANY ACTION, SUIT, INVESTIGATION, AUDIT, CLAIM,
ASSESSMENT OR AMENDED TAX RETURN, THERE IS ANY CHANGE AFTER THE CLOSING DATE IN
AN ITEM OF INCOME,
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GAIN, LOSS, DEDUCTION, CREDIT OR AMOUNT OF TAX THAT RESULTS IN AN INCREASE IN A
TAX LIABILITY FOR WHICH AON WOULD OTHERWISE BE LIABLE PURSUANT TO
SECTION 8.1(A)(I), AND SUCH CHANGE RESULTS IN OR WILL RESULT IN A DECREASE IN
THE TAX LIABILITY OF THE COMPANIES, BUYER OR ANY AFFILIATE OR SUCCESSOR THEREOF
FOR ANY TAXABLE YEAR OR PERIOD BEGINNING AFTER THE CLOSING DATE OR FOR THE
PORTION OF ANY STRADDLE PERIOD BEGINNING AFTER THE CLOSING DATE, AON SHALL NOT
BE LIABLE PURSUANT TO SUCH SECTION 8.1(A)(I) WITH RESPECT TO SUCH INCREASE TO
THE EXTENT OF THE PRESENT VALUE (USING A DISCOUNT RATE EQUAL TO THE THEN
"FEDERAL MID-TERM RATE," AS THAT TERM IS DEFINED IN SECTION 1274(D) OF THE CODE)
OF SUCH DECREASE (AND, TO THE EXTENT SUCH INCREASE IN TAX LIABILITY IS PAID TO A
TAXING AUTHORITY BY AON OR ANY AFFILIATE THEREOF, BUYER SHALL PAY