Timing Adjustment Clause Samples

Timing Adjustment. In the event that a final determination (which shall include the execution of an IRS Form 870-AD or successor form) results in a timing difference (e.g., an acceleration of income or delay of deductions) that would increase Pfizer's liability for Taxes pursuant to this Section 5.4 or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase Purchaser's liability for Taxes pursuant to this Section 5.4, Purchaser or Pfizer, as the case may be, shall promptly make payments to Pfizer or Purchaser as and when Purchaser or Pfizer, as the case may be, actually realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed to by the parties). Such Tax benefit for federal, state and local income tax purposes shall be computed for any year using the Purchaser's or Pfizer's, as the case may be, actual tax liability with and without giving effect to such timing difference.

Timing Adjustment. (a) If an audit or other examination of any Income Tax Return of the Parent Group or a Proceeding for any period for which Parent is responsible shall result (by settlement or otherwise) in any adjustment that (A) decreases deductions, losses or tax credits or increases income, gains or recapture of tax credits for such period and (B) will permit the Spinco Group to increase deductions, losses or tax credits or decrease income, gains or recapture of tax credits that would otherwise (but for such adjustment) have been taken or reported with respect to the Spinco Group for one or more taxable periods, Parent shall notify Spinco (Parent and Spinco, for purposes of this subsection (a), shall be deemed to include, where appropriate, the affiliated, unitary, combined or other group of which such party is a member) and provide it with adequate information so that it can reflect on the Income Tax Returns of the Spinco Group such increases in deductions, losses or tax credits or decreases in income, gains, or recapture of tax credits. With respect to such increases or decreases on Income Tax Returns, Spinco shall, and shall cause the Spinco Group to, pay to Parent the amounts of any Tax Benefits that result therefrom, within ten days of the date on which such Tax Benefits are realized. (b) If an audit or other examination of any Income Tax Return of the Spinco Group or a Proceeding for any period for which Spinco is responsible shall result (by settlement or otherwise) in any adjustment that (A) decreases deductions, losses or tax credits or increases income, gains or recapture of tax credits for such period, and (B) will permit the Parent Group to in- crease deductions, losses or tax credits or decrease income, gains or recapture of tax credits that would otherwise (but for such adjustment) have been taken or reported with respect to the Parent Group for one or more taxable periods, Spinco will notify Parent (Spinco and Parent, for purposes of this subsection (b), shall be deemed to include, where appropriate, the affiliated, unitary, combined or other group of which such party is a member) and provide it with adequate information so that it can reflect on the Income Tax Returns of the Parent Group such increases in deductions, losses or tax credits or decreases in income, gains, or recapture of tax credits. With respect to such increases or decreases on Income Tax Returns, Parent shall, and shall cause the Parent Group to, pay to Spinco the amounts of any Tax Ben...

Timing Adjustment. In the event that a final determination (which shall include the execution of an United States Internal Revenue Service Form 870-AD or successor or similar form) results in a timing difference (e.g., an acceleration of income or delay of deductions) that would increase EME's liability for Taxes pursuant to this Section 11.5 or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase the Purchaser's liability for Taxes pursuant to this Section 11.5, the Purchaser or EME, as the case may be, shall promptly make payments to EME or the Purchaser as and when the Purchaser or EME, as the case may be, actually realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed to by the Parties). Such Tax benefit for U.S. or foreign federal, state, provincial and local Income Tax purposes shall be computed for any year using Purchaser's or EME's, as the case may be, actual Tax liability with and without giving effect to such timing difference.

Timing Adjustment. Due to the short duration of the TDMA bursts (15 msec.), a closed loop mechanism for providing timing correction for the MS unit is provided to minimize the guard time needed between bursts.

Timing Adjustment. In the event that a final determination (which shall include the execution of an IRS Form 870-AD or successor form, or similar action under the Law of any other Taxing Authority) results in a timing difference (e.g., an acceleration of income or delay of deductions) that would increase Pfizer's liability for Taxes pursuant to this Section 7.4 or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase Purchaser's liability for Taxes pursuant to this Section 7.4, Purchaser or Pfizer, as the case may be, shall promptly make payments to Pfizer or Purchaser as and when Purchaser or Pfizer, as the case may be, actually realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed to by the parties). Such Tax benefit for federal, state and local Income Tax purposes shall be computed for any year using the Purchaser's or Pfizer's, as the case may be, actual tax liability with and without giving effect to such timing difference. 116 (i)

Timing Adjustment. (1) In the event that prior to the mailing of the Proxy Circular an Acquisition Proposal is made or announced in respect of which the Board has delivered a notice pursuant to and in compliance with Section 7.2(1)(c) to the effect that they have determined such Acquisition Proposal to be a Superior Proposal, then the targeted mailing date in Section 2.7, the Mailing Deadline, the targeted meeting date in Section 2.2(4) and the Meeting Deadline shall each be extended by seven Business Days. (2) In the event that prior to the mailing of the Proxy Circular an Acquisition Proposal is made or announced in respect of which the Board has executed a confidentiality and standstill agreement pursuant to and in compliance with Section 7.1, then the targeted mailing date in Section 2.7, the Mailing Deadline, the targeted meeting date in Section 2.2(4) and the Meeting Deadline shall each be extended by ten calendar days.

Timing Adjustment. In the event that a final determination (which shall include the execution of an IRS Form 870-AD or successor form) results in a timing difference (e.g., an acceleration of income or delay of deductions) that would increase the Sellers’ liability for Taxes pursuant to this Section 5.3 or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase the Buyer’s liability for Taxes pursuant to this Section 5.3 the Buyer or the Sellers, as the case may be, shall promptly make payments to the Sellers or the Buyer as and when the Buyer or the Sellers, as the case may be, actually realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed to by the parties). Such Tax benefit for federal, state and local income Tax purposes shall be computed for any year using the Buyer’s or the Sellers’, as the case may be, actual tax liability with and without giving effect to such timing difference. Any dispute with respect to the calculation of any such Tax benefits shall be resolved in a manner consistent with the dispute resolution procedures for Earn-out Payments set forth in Section 2.1.3.

Timing Adjustment. The Timing Adjustment is defined as the arithmetic daily average of approximately two thirds (see table below for exact split by Injection Month) of the difference between the settlement prices of the first nearby contract, and the second nearby contract plus approximately one third (see table below) of the difference between the settlement prices of the first nearby contract and the third nearby contract over the Pricing Period for the associated Injection Month. The Trading Day split for each trading month shall be determined by the number of days for which each of the associated nearby contracts is/are open during the actual Injection Month. April 1999 13 / 8 May 1999 14 / 6 June 1999 16 / 6 July 1999 13 / 8 August 1999 15 / 7 September 1999 14 / 7 * Based on the NYMEX Expiration Date for Each Calendar Month Trading Days Only.

Timing Adjustment. (1) In the event that prior to the mailing of the Proxy Circular an Acquisition Proposal is made or announced in respect of which the Board has delivered a notice pursuant to and in compliance with Section 7.2(1)(c) to the effect that they have determined such Acquisition Proposal to be a Superior Proposal, then each of the Mailing Deadline and the Meeting Deadline shall each be extended by six Business Days. (2) In the event that prior to the mailing of the Proxy Circular an Acquisition Proposal is made or announced in respect of which the Board has executed a non-disclosure and standstill agreement pursuant to and in compliance with Section 7.1(4), then the Mailing Deadline and the Meeting Deadline shall each be extended by ten calendar days.