Rebalancing Payments Sample Clauses
The Rebalancing Payments clause establishes a mechanism for adjusting payments between parties to ensure that financial obligations remain equitable over time. Typically, this clause applies in agreements where variable factors—such as fluctuating costs, revenues, or usage levels—can cause imbalances in the originally agreed payment structure. For example, if one party pays more than their fair share due to unforeseen changes, the clause allows for periodic recalculations and compensatory payments to restore balance. Its core function is to maintain fairness and accuracy in financial arrangements, preventing one party from being unfairly advantaged or disadvantaged as circumstances evolve.
Rebalancing Payments. If (i) any Determination is made with respect to a Tax item, or any amended Tax Return is filed in each case that would impact the amount of a payment under this Agreement to a Group member, or, without duplication, (ii) the amount of a Structure Benefit is recalculated and is different than the amount of the Structure Benefit previously calculated and the recalculated amount is agreed to by the parties pursuant to the procedures set forth in Section 5.03(c) and Section 5.03(d), mutatis mutandis, then upon such Determination, amendment or recalculation, GE, Newco and/or Newco LLC shall make such payments as are necessary to ensure that the net economic position of the GE Group and the Newco Group after such payments is the same as it would have been had the adjustments made in connection with the Determination, amendment or recalculation been reflected in the calculation of the original payment (“Rebalancing Payments”). Rebalancing Payments shall include, without limitation:
(a) The repayment of any payment made under Section 5.04 or Section 5.05, Tax Refund, Pro Forma Tax Liability or Pro Forma Utilized Loss that would not have been payable had the adjustments made in connection with the Determination or amendment been reflected on the original Tax Return with respect to which a Determination or Amendment was made (the “Original Tax Return”);
(b) The payment of any additional payment made under Section 5.04 or Section 5.05, Tax Refund, Pro Forma Tax Liability or Pro Forma Utilized Loss that would have been payable had the adjustments made in connection with the Determination or amendment been reflected on the Original Tax Return; and
(c) The repayment of any Structure Benefit as a result of Newco LLC on a stand-alone basis, determined as if Newco LLC was classified as a corporation (instead of a partnership) for U.S. federal income tax purposes, being able to use the loss, deduction or credit (in each case, or a portion thereof) giving rise to such Structure Benefit.
(d) Notwithstanding anything to the contrary in this Agreement, (i) this Section 6.04 shall not apply to the imposition of an Indemnified Newco 752 Liability, including as a result of a Determination or amended Tax Return and (ii) the effect of such imposition on Sharing Amounts with respect to years prior to the 752 Year shall be determined solely pursuant to Section 5.04(c). For the avoidance of doubt, this Section 6.04 shall apply with respect to any Determination, amended Tax Return or re...
Rebalancing Payments. Notwithstanding anything in this Section 9.02 to the contrary, the party controlling a Tax Contest that could result in Rebalancing Payment shall (i) not take into account whether an item at issue relates to a Shared Tax Benefit when determining how to conduct or settle such Tax Contest and (ii) keep the other party reasonably informed of all material developments with respect to such Tax Contest.
Rebalancing Payments. The Credit Parties shall, upon request, remit to the Administrative Agent such nominal amounts as are periodically requested by the Administrative Agent in order to rebalance Lender Commitments so as to maintain constant pro-rata Commitments among the Lenders. Such amounts shall include administrative and similar fees of the Administrative Agent in connection with administering such rebalancing.