Windfalls Sample Clauses

Windfalls. (a) Parent shall promptly pay to Penwest the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Post-Distribution Taxes of the Penwest Group that is denied, disallowed, forfeited, or accelerated until prior to the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Penwest Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Parent shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available. (b) Penwest shall promptly pay to Parent the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Penwest Group with respect to its Post-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Pre-Distribution Taxes other than Penwest-Caused Taxes that is denied, disallowed, forfeited, or deferred until after the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Penwest Group with respect to Post-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Parent Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Penwest shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available.
Sample 1Sample 2Sample 3See All (5)
Windfalls. A windfall is an unusual situation resulting in a change of volume of sales from that anticipated by management in setting objectives and incentives. Management will review all incentive results that are more than 200% of objective prior to payment. Management may approve or adjust the payment based on the circumstances of reaching more than 200% of objective. The adjustment would in no way result in payment of less than 100% of objective. Management reserves the right to adjust any portion of the Plan to bring the compensation in line with what it determines to be reasonable objective attainment.
Sample 1Sample 2
Windfalls. AOL will not be obligated to provide in excess of the Annual Minimum for the applicable Year. If AOL exceeds an Annual Minimum by more than * * * in the applicable Year (e.g., by more than * * * Impressions in Year 1), the excess Impressions above such Annual Minimum (the "Excess") will serve to reduce the subsequent Year's Annual Minimum by an amount equal to the Excess, subject to an aggregate reduction of no greater than * * * of the prior Year's Annual Minimum.
Sample 1
Windfalls. In the event of an acquisition of Sabre during the term of this Agreement, if any, that would dramatically increase the amounts of business set forth in Appendix “A”, those amounts will be disregarded for purposes of calculating commissions due pursuant to this Agreement.
Sample 1
Windfalls. A Windfall shall mean any significant gain to one of the parties of this agreement that is not attributable to the work products outlined in a Product Development and Distribution Agreement and performed by that party over time, which is disproportionately large relative to time and resources invested by that party. Unless otherwise defined by agreement, the parties agree to confer in good faith with respect to any potential Windfall situation and to agree on appropriate compensation short of that described further herein had Collaborative assisted in full product development, manufacturing and distribution services as defined herein.
Sample 1

Related to Windfalls

  • Profits Except as otherwise provided herein, profits for each year of the Partnership shall be allocated among the Partners pro rata in accordance with their respective Partnership Interests as specified on Exhibit B.

  • Gains Where an error or omission has occurred under this Agreement, the Custodian may take such remedial action as it considers appropriate under the circumstances and, provided that the Fund is put in the same or equivalent position as it would have been in if the error or omission had not occurred, any favorable consequences of the Custodian’s remedial action shall be solely for the account of the Custodian.

  • Equalization If at any time any Lender receives any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise) that is applicable to the payment of the principal of, or interest on, the Loans (other than Swing Loans), LC Participations, Swing Loan Participations or Fees (other than Fees that are intended to be paid solely to the Administrative Agent or an LC Issuer and amounts payable to a Lender under Article III), of a sum that with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount.

  • Pyramiding 15.01 Except where expressly authorized in this Collective Agreement, there shall be no pyramiding of premiums. 15.02 Where two (2) or more applicable premiums are expressed as multiples of the Basic Rate of Pay, the Employee will be paid only one (1) such premium, that being the highest of the applicable premiums.

  • Sharing If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement, a Loan Document or any Bridge Note held by it though the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein) and, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored.

  • Distribution of Profits Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

  • Profit Profit of the Partnership for each fiscal year of the Partnership shall be allocated to the Partners in accordance with their respective Percentage Interests.

  • No Pyramiding Compensation shall not be paid more than once for the same hours under any provision of this Article or Agreement.

  • Taxes on Payments (a) Except as otherwise expressly provided in this Section 2.12, all payments by the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCA.

  • Profits/Losses For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

Most Referenced Clauses

Most Referenced Definitions