Increase or Decrease in Future Payments Sample Clauses

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 Business Days of the delivery of a Revised Tax Schedule to the Existing Investors for any Covered Taxable Year, Vantiv shall pay to the Existing Investors an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (i) In the event that either (A) the amount determined in clause (y) of Section 3.01(b) exceeds the amount determined in clause (x) of Section 3.01(b) or (B) an Amended Tax Benefit Schedule for any Covered Taxable Year reflects a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments to be made under this Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. (ii) Within 3 calendar days of the delivery of an Amended Tax Benefit Schedule to THL and Hawkeye Holdings for any Covered Taxable Year, the Company shall pay to THL and Hawkeye Holdings an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.