Common use of Timing Differences Clause in Contracts

Timing Differences. (a) Purchasers agree that if (i) there is an audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any Taxing Authority with respect to Taxes for which Seller is liable or responsible (and which liability is actually satisfied by Seller), and (ii) as a result of such adjustment, Purchasers, the Trayport Companies or any of their respective Subsidiaries or Affiliates receives in a Post-Closing Period an actual reduction in cash Tax liability or any Tax refund in cash, in each case, in or prior to the taxable year in which the audit or other Tax Proceeding is concluded or in the succeeding two taxable years, then Purchasers shall pay to Seller the amount of such reduction or refund within fifteen (15) days of filing the Tax Return in which such reduction or refund is actually realized, except to the extent such reduction or refund is reflected in the determination of Closing Working Capital.

Timing Differences. (a) Purchasers agree Purchaser agrees that if (i) there is an audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any Taxing Authority with respect to Taxes for which Seller is Sellers are liable or responsible (and which liability is actually satisfied by SellerSellers), and (ii) as a result of such adjustment, PurchasersPurchaser, the Trayport NGX/Shorcan Companies or any of their respective Subsidiaries or Affiliates receives in a Post-Closing Period an actual reduction in cash Tax liability or any Tax refund in cash, in each case, in or prior to the taxable year in which the audit or other Tax Proceeding is concluded or in the succeeding two taxable years, then Purchasers Purchaser shall pay to Seller Sellers the amount of such reduction or refund within fifteen (15) days of filing the Tax Return in which such reduction or refund is actually realized, except to the extent such reduction or refund is reflected in the determination of Closing Working Capital.