Common use of Estimated Payments and True-Up Clause in Contracts

Estimated Payments and True-Up. (i) Not later than five (5) days prior to each Estimated Tax Installment Date of the Holdings Group (or any member thereof) , (i) Holdings will provide to Continental a good faith estimate of the anticipated Tax Detriment Payment or Tax Benefit Payment expected to accrue under the principles of Section 6655 of the Code during the period to which the Estimated Tax Installment Date relates and (ii) Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, such estimated amount. Notwithstanding the foregoing, no payment will be required to be made under this Section 4.8(d)(i) prior to fifteen (15) days following the delivery of the schedule described in Section 2.3. (ii) If the Holdings Group (or a member thereof) files for an extension of time to file a Tax Return, not later than five (5) days prior to due date of such Tax return (without extension), (i) Holdings will provide to Continental a good faith estimate of the anticipated Tax Detriment Payment or Tax Benefit Payment expected to accrue during the entire period cover by the Tax Return and (ii) to the extent such amount differs from the aggregate amount of payments made pursuant to Section 4.8(d)(i), Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, the amount of such difference. Notwithstanding the foregoing, no payment or will be required to be made under this Section 4.8(d)(ii) prior to fifteen (15) days following the delivery of the schedule described in Section 2.3. (iii) Not later than fifteen (15) days following the filing of the applicable Tax Return, Holdings shall provide to Continental for its review the calculation of the Tax Detriment Payment or Tax Benefit Payment for the period covered by such Tax Return. Not later than fifteen (15) days following the delivery of the calculation of the Tax Benefit Payment for the period, Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, an amount equal to (A) the difference, if any, between the Tax Detriment Payment or Tax Benefit Payment for the period covered by the Tax Return and the aggregate amount of any payments made under Section 4.8(d)(i) and (ii) with respect to such period, plus (B) interest on such amount computed (1) in the case of payments from Holdings to Continental, under principles of Code Sections 6601 and 6655 substituting the Agreed Rate for the interest rates provided for in such Code sections, and (2) in the case of payments from Continental to Holdings, under principles of Code Section 6611 substituting the Agreed Rate for the interest rates provided for in such Code section.

Estimated Payments and True-Up. (i) Not later than five (5) days prior to each Estimated Tax Installment Date of the Holdings Group (or any member thereof) , (i) Holdings will provide to Continental a good faith estimate of the anticipated Tax Detriment Payment or Tax Benefit Payment expected to accrue under the principles of Section 6655 of the Code during the period to which the Estimated Tax Installment Date relates and (ii) Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, such estimated amount. Notwithstanding the foregoing, no payment will be required to be made under this Section 4.8(d)(i) prior to fifteen (15) days following the delivery of the schedule described in Section 2.3. (ii) . If the Holdings Group (or a member thereof) files for an extension of time to file a Tax Return, not later than five (5) days prior to due date of such Tax return (without extension), (i) Holdings will provide to Continental a good faith estimate of the anticipated Tax Detriment Payment or Tax Benefit Payment expected to accrue during the entire period cover by the Tax Return and (ii) to the extent such amount differs from the aggregate amount of payments made pursuant to Section 4.8(d)(i), Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, the amount of such difference. Notwithstanding the foregoing, no payment or will be required to be made under this Section 4.8(d)(ii) prior to fifteen (15) days following the delivery of the schedule described in Section 2.3. (iii) . Not later than fifteen (15) days following the filing of the applicable Tax Return, Holdings shall provide to Continental for its review the calculation of the Tax Detriment Payment or Tax Benefit Payment for the period covered by such Tax Return. Not later than fifteen (15) days following the delivery of the calculation of the Tax Benefit Payment for the period, Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, an amount equal to (A) the difference, if any, between the Tax Detriment Payment or Tax Benefit Payment for the period covered by the Tax Return and the aggregate amount of any payments made under Section 4.8(d)(i) and (ii) with respect to such period, plus (B) interest on such amount computed (1) in the case of payments from Holdings to Continental, under principles of Code Sections 6601 and 6655 substituting the Agreed Rate for the interest rates provided for in such Code sections, and (2) in the case of payments from Continental to Holdings, under principles of Code Section 6611 substituting the Agreed Rate for the interest rates provided for in such Code section.