Acceleration on Material Breach. In the event that (i) (x) Parent fails to make any payment (other than a payment of a de minimis amount) under this Agreement with respect to Structure Benefits within thirty (30) days after the date when due, (y) following the expiration of such thirty (30) day period, the Company provides written notice to Parent of such failure and (z) Parent fails to cure such failure within ten (10) days of receipt of such written notice, or (ii) a Credit Event has occurred, then all obligations hereunder with respect to such Structure Benefits shall be accelerated and become immediately due and payable, and shall include, without duplication: (1) the Material Breach Payment; (2) any prior payments with respect to Structure Benefits that are due and payable but that still remain unpaid as of the date of such acceleration; and (3) any current payments with respect to Structure Benefits due for the Tax Year ending with or including the date of such acceleration; provided that, in the event that a Credit Event occurs within the thirty (30) day period described in clause (i)(x) above, such thirty (30) day period shall be deemed to end on the date of the Credit Event and clauses (i)(y) and (i)(z) shall not apply.
Appears in 5 contracts
Samples: Tax Matters Agreement (Westinghouse Air Brake Technologies Corp), Tax Matters Agreement (Westinghouse Air Brake Technologies Corp), Tax Matters Agreement (Transportation Systems Holdings Inc.)
Acceleration on Material Breach. In the event that (i) (x) Parent Newco fails to make any payment (other than a payment of a de minimis amount) under this Agreement with respect to Structure Exchange Benefits within thirty (30) days after the date when due, (y) following the expiration of such thirty (30) day period, the Company GE provides written notice to Parent Newco of such failure and (z) Parent Newco fails to cure such failure within ten (10) days of receipt of such written notice, or and (ii) a Credit Event has occurred, then all obligations hereunder with respect to such Structure Exchange Benefits shall be accelerated and become immediately due and payable, and shall include, without duplicationbut not be limited to: (1) the Material Breach Payment; (2) any prior payments with respect to Structure Exchange Benefits that are due and payable but that still remain unpaid as of the date of such acceleration; and (3) any current payments with respect to Structure Exchange Benefits due for the Tax Taxable Year ending with or including the date of such acceleration; provided thatprovided, that in the event that a Credit Event occurs within the thirty (30) day period described in clause (i)(x) above, such thirty (30) day period shall be deemed to end on the date of the Credit Event and clauses (i)(y) and (i)(z) shall not apply.
Appears in 2 contracts
Samples: Tax Matters Agreement (BAKER HUGHES a GE Co LLC), Tax Matters Agreement (Baker Hughes a GE Co)
Acceleration on Material Breach. In the event that (i) (x) Parent fails to make any payment (other than a payment of a de minimis amount) under this Agreement with respect to Structure Benefits within thirty (30) days after the date when due, (y) following the expiration of such thirty (30) day period, the Company provides written notice to Parent of such failure and (z) Parent fails to cure such failure within ten (10) days of receipt of such written notice, or (ii) a Credit Event has occurred, then all obligations hereunder with respect to such Structure Benefits shall be accelerated and become immediately due and payable, and shall include, without duplication: (1) the Material Breach Payment; (2) any prior payments with respect to Structure Benefits that are due and payable but that still remain unpaid as of the date of such acceleration; and (3) any current payments with respect to Structure Benefits due for the Tax Year ending with or including the date of such acceleration; provided that, in the event that a Credit Event occurs within the thirty (30) day period described in clause (i)(x) above, such thirty (30) day period shall be deemed to end on the date of the Credit Event and clauses (i)(y) and (i)(z) shall not apply.. (vi)
Appears in 1 contract
Samples: Tax Matters Agreement