Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this TRA Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible for Tax Benefit Payments under this TRA Agreement in proportion to the amounts of Net Tax Benefit, respectively, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been made in full.
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible for Tax Benefit Payments under this Agreement in proportion to the amounts of Net Tax Benefit, respectively, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments (taking into account the operation of Section 3.3(b)) and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been made in full.
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible to receive Tax Benefit Payments under this Agreement in such Taxable Year in proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been made in full; provided, however, that any payments that were previously held by the Corporate Taxpayer on behalf of a TRA Party and have now become due and payable pursuant to Section 3.5 or Section 3.6 shall be made prior to any other Tax Benefit Payments.
Payment Ordering. If for any reason any Applicable Buyer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible to receive Tax Benefit Payments under this Agreement in such Taxable Year in proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to each TRA Party if all Applicable Buyers had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been made in full.
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties then eligible for Tax Benefit Payments under this Agreement in proportion to the payments that would have been made to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such payments (taking into account the operation of Section 3.3) and the TRA Bonus Amount payable as a result thereof and (ii) no Tax Benefit Payments or payments under the TRA Bonus Agreements shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties and, to the extent required under the terms thereof, under all TRA Bonus Agreements of Eligible Executive Officers in respect of all prior Taxable Years have been made in full.
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement or any “Tax Benefit Payment” due under the BL Investors TRA in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible for Tax Benefit Payments under this Agreement or the BL Investors TRA in proportion to the amounts of Net Tax Benefit as such term is defined in this Agreement and the BL Investors TRA, as applicable, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year under either the BL Investors TRA or this Agreement until all Tax Benefit Payments to all TRA Parties and all “TRA Parties” under the BL Investors TRA in respect of all prior Taxable Years have been made in full.
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement or any “Tax Benefit Payment” due under the Blackstone Investors TRA in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible for Tax Benefit Payments under this Agreement or the Blackstone Investors TRA in proportion to the amounts of Net Tax Benefit as such term is defined in this Agreement and the Blackstone Investors TRA, as applicable, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year under either the Blackstone Investors TRA or this Agreement until all Tax Benefit Payments to all TRA Parties and all “TRA Parties” under the Blackstone Investors TRA in respect of all prior Taxable Years have been made in full.
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement in respect of such Taxable Year, without favoring one obligation over the other, and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of all prior Taxable Years have been made in full.
Payment Ordering. 9.1 The Supplier may reject any purchase order for a Software offer, in whole or part, within ten (10) days from the receipt of the Customer's order. The Supplier will notify the Customer if the Supplier rejects any order. Once an order for a Software offer is submitted, the Customer will have sixty (60) days from the order date to submit any revisions to such order. All revision requests must be accompanied by supporting documentation as required by the Supplier and will be subject to the Supplier’s review and approval. An approved order revision will result in the full cancellation of the underlying order and a refund. The Supplier may, in its sole discretion, decide to charge a handling fee of 5% of the value of any purchase order revision submitted and approved after sixty (60) days.
Payment Ordering. (a) If uncontested, or once resolved either by agreement or receipt of an Order of a court of competent jurisdiction in accordance with Section 9.08, the amount of Losses (subject to the limitations set forth in Section 7.03) related to any Indemnification Claim shall be paid to the respective Indemnified Party no later than two (2) Business Days after it has been established that such Indemnified Party is entitled to such payment under this ARTICLE 7.
(i) In the case of any Losses arising from a claim pursuant to this ARTICLE 7, subject to the other provisions of this ARTICLE 7, any Indemnified Party shall seek payment and recoveryF from delivery by the Shareholders to Parent of the Acquisition Shares, valued under the same method as the Parent Share Price is determined, but using the 30 day period immediately prior to the date of application of such shares against the indemnification obligation. In such event, Parent shall instruct its transfer agent to update the stock register of Parent to reflect any such re-issuance. For the avoidance of doubt, in the event that any Shareholder is required to return Acquisition Shares to Parent pursuant to the terms of this 0, each such Shareholder agrees to take all such actions as are reasonably necessary to promptly effect such return. Further, for purposes of giving effect to the foregoing agreements regarding indemnification, each Shareholder agrees that such Shareholder shall not, directly or indirectly, transfer, assign, convey, sell, pledge, encumber or otherwise dispose of any Acquisition Shares other than in compliance with the terms of their respective Lock-Up Agreements.
(i) (ii) In the event that there are one or more disputed or otherwise non-resolved claims under Section 7.02(a) of this Agreement relating to non- Fundamental Representations as of the day before the eighteen (18) month anniversary of this Agreement, each Shareholder agrees to retain such number of Acquisition Shares (under the terms and as if subject to such Stockholder’s Lock-Up Agreement) with a value equal to what such Shareholder’s aggregate obligation for all such claims (as determined pursuant to this Article 7) would have been had all such claims been paid in full on such date. All such Acquisition Shares shall continue to be so held until such time as each such claims is finally resolved. Upon resolution of any such claim, such Stockholder shall deliver such number of Acquisition Shares as represents such Shareholder’s indemnity...
