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.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (United States Surgical Corp)
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 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 5.47.4, 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 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.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Energizer Holdings Inc)
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 Timken’s liability for Taxes pursuant to this Section 5.4 Agreement or otherwise or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase Purchaser's the Buyer’s liability for Taxes pursuant to this Section 5.4Agreement or otherwise, Purchaser the Buyer or PfizerTimken, as the case may be, shall promptly make payments to Pfizer Timken or Purchaser the Buyer, as the case may be, as and when Purchaser the Buyer or PfizerTimken, 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 Tax purposes shall be computed for any year using the Purchaser's Buyer’s or Pfizer'sTimken’s, as the case may be, actual tax liability with and without giving effect to such timing difference.
Appears in 1 contract
Sources: Stock Purchase Agreement (Timken Co)
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 ’s liability for Taxes pursuant to this Section 5.4 8.04 or results in a timing difference (e.g., an acceleration of deductions or delay of income) that would increase Purchaser's ’s or its Affiliates’ liability for Taxes pursuant to this Section 5.48.04, 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 and non-U.S. Income Tax purposes shall be computed for any year using the Purchaser's ’s or Pfizer's’s, as the case may be, actual tax Tax liability with and without giving effect to such timing difference.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Advanced Medical Optics Inc)
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 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 5.47.4, 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.
Appears in 1 contract