Subsequent Adjustment. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to you or for your benefit pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to you or for your benefit pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or you that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, you shall pay any such Overpayment to the Company; provided, however, that no amount shall be payable by you to the Company if and to the extent such payment would not either reduce the amount of taxes to which you are subject under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to you or for your benefit.
Subsequent Adjustment. (a) Where Receivables in a Portfolio of Receivables have been acquired from an Approved Seller:
(i) (interest) where so specified in the relevant Supplementary Terms Notice or Sale Notice, the Manager shall direct the Trustee after a Note Issue Date for a Trust to debit any interest or fees received by the Trustee in respect of a Receivable referred to in the corresponding Note Issue Direction, with an amount that represents accrued but unpaid interest on the Receivable up to the date specified for that purpose in the Supplementary Terms Notice, and to credit that amount to the relevant Approved Seller;
(ii) (repaid principal) where so specified in the relevant Supplementary Terms Notice or Sale Notice, after the Note Issue Date the relevant Approved Seller will as soon as possible (but by close of business on the first Determination Date) pay to the Trustee, as an adjustment to the amount paid by the Trustee under clause 6.7(e), an amount equal to the amount of any principal received by the Approved Seller on or after the date specified for that purpose in the Sale Notice in respect of any Receivables referred to in the corresponding Note Issue Direction;
(b) (other costs) subject to clause 12.10(a), the Manager may in its absolute discretion direct the Trustee on or at any time after a Note Issue Date for a Trust to debit or credit the corresponding Trust with such other amounts that the Manager believes are appropriate so that the Approved Seller has the benefit of any receipts, and bears the cost of any outgoings, in respect of each Receivable referred to in the corresponding Note Issue Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Direction (and any corresponding Receivables, Receivable Security, Related Securities and Support Facilities) up to (but not including) the Note Issue Date and so that the relevant Trust has the benefit of such receipts, and bears such costs, from (and including) the Note Issue Date; and
(c) (Trustee to act in accordance with direction) the Trustee or the Approved Seller (as the case may be) shall act in accordance with, and may rely on, a direction of the Manager in accordance with this clause 12.10.
Subsequent Adjustment. In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, Employee shall repay to Parent or Employer, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to Parent or Employer has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to Employee, and interest payable to Parent or Employer shall not exceed interest received or credited to Employee by such tax authority for the period it held such portion. Employee and Parent shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if Employee’s good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), Parent or Employer shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.
Subsequent Adjustment. In the event that any Tax refund, benefit or savings described in any clause of this Section 6.14(e) is subsequently reduced as a result of any adjustment required by any Tax authority, this Section 6.14(e) shall be applied, taking into account such adjustment. If Seller, on the one hand, or Parent or its Affiliates, on the other hand, have paid any amount to the other on the basis of the application of this Section 6.14(e) prior to such subsequent adjustment or such subsequent creation of tax attributes (each, a subsequent event) and the amount due pursuant to this Section 6.14(e) taking into account such subsequent event is determined to have changed as a result of such subsequent event, the parties agree to make any payment necessary to settle the difference between the amount previously paid and the amount subsequently determined to be due.
Subsequent Adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or one millionth of a share of Preferred Stock as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment or (ii) the Expiration Date.
Subsequent Adjustment. The interest rate adjustment date shall be the next settlement date of interest since the date on which the benchmark rate is adjusted (applicable to the repayment method of equal principal installments, equal installments of principal plus interest and equal increment of principal)
Subsequent Adjustment. In the event that any Tax refund, benefit or savings described in any clause of this Section 4.11(j) is subsequently reduced as a result of any adjustment required by any final determination of the applicable law of the relevant jurisdictions, this Section 4.11(j) shall be applied taking into account such adjustment.
Subsequent Adjustment. Notwithstanding anything to the contrary contained in the foregoing, the parties acknowledge that the $2,800,000 Renovation Cost set forth above is an estimate as of the date hereof and will be subject to subsequent adjustment based upon a final accounting of the Renovation Cost to be made by Owner, Hotel Manager and Food Manager. When the Renovation Cost is finally determined as aforesaid, Food Manager and Owner will each contribute their proportionate share (10% and 90%, respectively) of such cost in excess of $2,800,000, whereupon the Renovation Cost, the Annual Renovation Amortization, and Food Manager's and Owner's proportionate shares thereof will be appropriately adjusted to reflect the actual total cost of the Renovation.
Subsequent Adjustment. The Bank may subsequently adjust the close-out netting balance with: - the proceeds of collateral realised at a later date - final claims in respect of obligations that can be calculated only at a later date, eg guarantee commitments - payments and collateral subsequently received by the Bank unless the Bank knew or should have known that bankruptcy proceedings had been initiated in respect of the debtor or the guarantor assuming primary or secondary liability - claims that subsequently fall due for payment. Valid from 1 November 2010
Subsequent Adjustment. If any item of income, gain, loss, deduction or credit of any Subsidiary is changed or adjusted for any taxable year, then the amount of the payment made under this Agreement shall be adjusted, in accordance with the principles of this Agreement, to conform with the final determined item of income, gain, loss, deduction or credit. Any interest and penalties paid or received with respect to such adjustments shall be paid or received by Parent, and not allocated to the Subsidiaries. All payments under this Item 4 shall be made within 30 days after the latter of (i) final resolution of any matters with either the internal Revenue Service or in court or (ii) receipt of refunds/payment of taxes due. However, in the event that advance payments of tax deficiencies due or contested are deemed appropriate by Parent, payments under this Item 4 attributable to such advance payments shall be made with 30 days of when such advance payments are paid to the government.
