Common use of Timing Adjustments Clause in Contracts

Timing Adjustments. If a Tax audit proceeding or an amendment of a Tax return results in a timing difference that would increase Seller’s liability for Taxes pursuant to this Article XIII (e.g., an acceleration of income or delay of deductions) or results in a timing difference that would increase Buyer's liability for Taxes pursuant to this Article XIII (e.g., an acceleration of deductions or delay of income), Buyer or Seller, as the case may be, will promptly make payments to Seller or Buyer as and when Buyer or Seller, 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). In determining the amount of any such Tax benefit, Buyer or Seller, as the case may be, will be deemed to be subject (a) to the applicable federal and/or local country Income Taxes at the maximum statutory rate then in effect and (b) to state and local Taxes (if applicable) at a combined state and local Tax rate of 5 percent, which will be Tax effected at such maximum Tax rate.

Timing Adjustments. If a Tax audit proceeding or an amendment of a Tax return results in a timing difference that would increase Seller’s liability for Taxes pursuant to this Article XIII (e.g., an acceleration of income or delay of deductions) or results in a timing difference that would increase Buyer's ’s liability for Taxes pursuant to this Article XIII (e.g., an acceleration of deductions or delay of income), Buyer or Seller, as the case may be, will promptly make payments to Seller or Buyer as and when Buyer or Seller, 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). In determining the amount of any such Tax benefit, Buyer or Seller, as the case may be, will be deemed to be subject (a) to the applicable federal and/or local country Income Taxes at the maximum statutory rate then in effect and (b) to state and local Taxes (if applicable) at a combined state and local Tax rate of 5 percent, which will be Tax effected at such maximum Tax rate.